Beast Wars
by Stone-Man85
Summary: This is my own telling of my version of the show. The Beast Wars will begin in 2005, and humans will help the maximals in the war.
1. Beast Wars pt1

Caution: I do not own Beast Wars. But I do own some of the characters you would not find on the show. Credit to the plots go to for the scripts. Enjoy the story…

Beast Wars

Chapter 1: Beast Wars part 1

_Millions of years ago, life existed out in the cold vastness of space far beyond the Milky Way Galaxy. There, in another galaxy, existed a metallic planet called Cybertron that was home to a species of robots more advanced than anything that anyone has ever seen: Transformers. Machines that think for themselves, feel emotions, and know right from wrong, and could disguise into either vehicles or weapons for battlefield advantages or to blend in to their surroundings … _

…_they were called Maximals and Predicons. _

_But like humans, they also had conflict with each other. One such conflict called the Great War that lasted for so many years. The war finally ended and an unsteady peace between the two sides has lasted for so long. But there are those who are waiting for the perfect moment to start the war again, and this time the battle will be fought on a new battlefield…_

Earth: Four million years ago 

The orbit of Earth lay quiet in its tranquil state of daytime in the atmosphere. It's as almost nothing could disturb it, and then suddenly, as if God himself was parting the Red Sea with his hands, a portal-like rift tore itself open between the space of Mars and of Earth. Out of the rift came the Inferno, a ship shaped like a trident's spearhead, and following it was the Axalon, another ship shaped almost like a dumbbell but with the end where the rocket engines are a little bigger than the front. They were both firing at each other heading almost straight to Earth.

Abroad the Axalon six figures were at their posts while the captain observed at the center near the holographic-navigation platform.

A young teenaged voice spoke out, "Hull breach in Sector Seven on the Axalon. Guidance systems are failing".

One of the other crewmembers spoke in a whiny New Yorker voice saying, "Oh man, dis is crazy goin' after a Pred Battle ship, we're an exploration vessel not a fraggin' battle cruiser."

"Had no choice, we were the closest ship that could catch up to them before they activated their Transwarp drive", the captain responded in a voice that sounds like it came from a true leader, "It's up to us to stop them and get back the…"

Before he could finish, the ship shook with tremendous force, the crew and captain almost fell out of their stations. The teenager spoke out, "Optimus, the shields are doing a major fade on us; we're sitting ducks!"

"We've got no choice then, convert all emergency power to the engines and prepare for close range assault against the Inferno", the captain named Optimus by the young member of the crew. The youth nodded his head in agreement and through a little light a yellowish-golden robotic endoskeleton hand grasped onto a lever and pushed it forward, increasing maximum output to the engines.

The Axalon pushed closer in pursuit of the Inferno, each dodging the others firepower and passing a nearby moon. Completely unaware of the fact that both were moving closer to the Earth' atmosphere, they continued their dogfight.

Aboard the Inferno, the ship almost at the outer edges of the blue-green planet's atmosphere, the crew of six, including the leader, while still at their battle stations, was planning the stalemate to this 'game of chess'. A gruff, but middle aged voice was demanding their captain the perfect choice of action, "Their shields are down, destroy them while we still have the chance."

The leader looked down from his captain's chair that was elevated from the floor with his glowing red eyes, "Oh, now where's the fun in that?" He asked in a voice that demanded great respect and fear from everyone in the room and at the same time, was enjoying this battle chase, "A little torment is in order before we finish them off. Yess." He looked straight ahead, observing their ship's holographic navigation platform, which hung out in front of him, "Get beside the ship and fire the side guns".

The Inferno cuts its engines and moves aside to allow the Axalon to get right next to it. As the Maximal vessel gets close into range, three hydraulic cannons pop out of the Inferno's main hull and fired at point blank range of the Axalon's side, hitting the hull. The crew is tossed around violently like salad due to the impact of the cannon fire, and the control room is going haywire, sirens go off indicating of the danger.

"We've lost the main engine, emergency power has been lost, we're dead in the water", the female member of the crew said as the ships functions were failing on them. The other member of the crew shouted in a rough voice, "Captain, we're also caught in the nearby planet's gravitational pull", and just as if on cue, they all felt the ship being pulled into the orbit of the planet they were passing.

"We're going down", the big one of the crew said to state the obvious.

Optimus knew they didn't have much time before the planet's gravity did the rest, so he had to get his crew ready for the worst. "Convert all power to the statis chamber bay and launch all the stasis pods, get them into safe orbit".

The whiny one questioned, "Are you outta your processor? If we do that they'll get caught in the planet's gravitational pull and be thrown anywhere on that piece of rock. Slag it, we don't even know if they'll survive." The captain just looked at him with strong conviction in his eyes "At least it's better to crash there than stay on this ship if it blows, besides its part of the procedure, you know that".

The crewmember just sighed in defeat and got to work on the controls. Outside the Axalon, a side bay door opened up and launched out countless oval shaped pods spiraling into the planet's orbit and heading down all across the planet going in different directions. When they did so, they were out of sight, never to be seen again by the two warring ships.

Optimus knew the risk of his next decision, but at this time there was nothing else to do. "Do we have enough power for the plasma cannons to fire one last shot?" he asked with nerves of steel. The big guy of the crew replied, "We've got less than 70 percentage of power to the rear plasma cannons for one final attack".

Optimus heard this and took into careful consideration to make sure they wouldn't miss the Inferno. The crew, even Optimus knew that what the Predacons aboard the Inferno had on their ship could spell disaster for the Maximals as well as the safe being of their home planet Cybertron. It would shift the balance of power if the Predacons kept it in their hands. He, no, they couldn't let that happen.

"Alright, aim the cannons for the right wing and fire everything we've got left on this ship", Optimus said with cold, hard determination.

The cannons locked on to the Inferno warming up for one final shot. The cannons were building up to critical mass, any longer and they might have overloaded and blown up. Then before the cannons reached danger levels, Optimus gave the word, "All plasma cannons, FIRE NOW!"

The cannons roar out with two beams of pure yellow energy blasting towards the Inferno. The first beam strikes at the right wing of the ship, shattering it off the warship completely clean off. The final powerblast smash through the Inferno's shields and impact thunderously against the warships' main drive.

Within the ship, emergency sirens are going off; the controls have all shorted out, and only a few still remain active. The crew scurries around doing what they can to get the ship running again. Their leader bellows out, "NOO! This can't be happening! Damage report, DAMAGE REPORT!"

"Hull breach in Sector's Seven, Nine, and Three, Megatron", a creepy voice answered as it came from a face with one yellow glowing eye, "We've lost the main engine and are now plummeting towards the planet".

Megatron did not like this, he and his crew had come too far just to lose to a bunch of Maximals. And what was worse, if the ship crashed on this Spark-forsaken planet, how would he find his prize? Then suddenly, he remembered his prizes and a wave of fear swept over him, "Computer, is the Disc and Key still on board?"

A computerized female voice spoke, "The Golden Disc is still fully functional and connected in the main computer…" Megatron sighed in relief, "but the Key has fallen through a hole in the hull and is now descending to the planet's surface".

Megatron just stared in disbelief. He activated the last screen on his console and watched a peculiar stasis pod with an insignia of what looked to be an eye, just plummet to the planet below. He and his crew went through a lot of trouble to steal not only the Golden Disc from the Maximals, but also what was in that pod.

His frustration bellowed, "AHH, NOOOOOOOOOO!"

The two ships, both rocking with internal explosions, veer helplessly away from each other as they begin to flamingly enter the outer atmosphere of the mysterious planet below. Their meteoric trails streak downward in streaming arcs...

The two ships streak downward in flaming arcs and vanish behind the horizons. The Inferno vanishes in a volcanic-looking area somewhere far on the east side of the planet. A distant flash and a slow pillar of smoke appear in the place to where the Predacon ship was heading. The Maximal ship streaks down toward where two spire like mountains are barely visible above the horizon. The Axalon, now crushingly wedged between the two mountain spires, suspended over a waterfall that flows between them. The ship will obviously never fly again, not for a long time.

Time soon went by and the two ships were forgotten. Decades passed, as well as centuries and the land changed through earthquakes and storms. Through the earthquakes, the two ships either swallowed into the earth or were shifted into a mountain. Either way the two vessels, as well as its crew, were never heard from again.

…Until now.

**4 Million Years later…**

**Now**

It is the year 2005 on the planet Earth. Life had evolved into advanced species but the most advanced was the dominant species called humans. They had mastered a technology based on inorganic lifeless substances; their culture would have matched up with that of Cybertron's. Basically, these days' humans thought they were the only sentient life at all in the universe. Boy, were they in for a rude wake up call.

In the large land area of Antigo, somewhere in the Appalachian Mountains of the United States, lives a town full of thriving people in a community that has flourished since the 1800's. A small little town grew into a thriving city that had everything in it: shopping mall, theatre, museum, neighborhoods, even its own zoo. But none of these places is where our story begins. It starts at the Antigo Senior High School, in Metal Shop 101, where one student's life here will change forever.

"Justin", whispered a young African American voice, "This is Earth, calling Justin Seyvont. Hello?"

"Huh, uh...Wha. Alex what is it?", a fifteen year-old boy with short brown hair, wearing blue jeans with the knee sections torn, and a green long sleeved shirt with a black jacket and Nike sneakers, suddenly snapped out of his daydream fantasy and looked at his friend, Alex. Alex had short dreadlocks and goggles, and was sporting a Chicago Bulls Jersey with jeans and sneakers.

"I was just asking you if Project: Mountain Crawler is a go?" Justin knew what his friend was talking about; in fact, they were spending their free-time in Shop Class constructing components for their little project for months now and today, it was near completion and ready for a field test.

Justin smiled triumphantly at his 'partner in crime', "Oh yeah, just as soon as I'm done with our final piece here, the Mountain Crawler is as good as ever". Justin flipped his safety mask on and went back to his work. Alex was looking over their blue prints of the Mountain Crawler and it looked like a supped up Dune Buggy, only the rear tires looked like caterpillar wheels and the front engine was sticking out of the front hood of the vehicle. It sported two headlights on the back pole as well as a sunroof.

"By the way, what were you thinkin' about before you came back to reality?", Alex just asked out of the blue. He knew Justin was a daydreamer at sometimes when he had something major on his mind and this time he had gone in La-La-Land deeply today.

Unfazed by his friend's question, Justin replied, "Just wondering if the M.C. works, I'd like to see if I can go outside this place and. . ."

"And what? Go around the world in eighty days?", Alex replied, "Justin, man, get a clue; you and I are gonna be stuck here 'til we're both old and gray". Alex knew he was being harsh, but he knew the chances for two freshmen to travel like Jules Verne's story was nothing short of a dream.

Justin looked a little hurt by his friend's comment, but brushed it off, "Yeah, but before that we'll both get dead-end jobs: you working at Burger Fool, and I'll run my dad's business at the junkyard".

Just then, the room shook violently as everything started shaking. Mr. Burnaby, a man in his fifties with gray hair and a beard and mustache who was their Shop Class teacher, shouted, "Earthquake! Everyone, under your desks and take cover, Now!" Everyone had dropped what they were doing and hid under their worktables covering themselves with jackets, backpacks, or shielding their heads with their arms.

Justin and Alex were taking cover under the desk and Justin was cradling their component for their vehicle.

"Jeez-Luiz, these earthquakes have been going on non-stop this month", Alex complained. "Yeah, I know this is like the 30th tremor that we've had so far, when is it gonna stop?"

Across Town 

The whole city-town was shaking like a huge snowglobe; the animals at the zoo were upset by the tremor. The lake was swarming in ripples and the mountain wildlife scattered away. But somewhere deep in the mountains, something was about to reawake from a billion-year slumber. Deep inside the mountainside was a cave, freshly opened by an earthquake a few weeks ago. Deep within it were passageways that must have been formed by time and by the earthquakes each one leading to a different section inside of the mountains. But the one on the upper right, led deep into the basis of the mountain's center core and there lying in wait was the Axelon, carefully undisturbed by time. Still wedged by what was the remains of the two mountain spires. The once mighty waterfall that was there now was a spring swimming and fishing hole that led to the lake outside.

Within the ship was dark and quiet, the crew all in some suspended animation. Suddenly, the main computer shorted to life and started to awaken the crew one by one. Once they were all awake, they all tried to assess the damage. Optimus looked at the holo-navigation center and saw a diagram on the ship to examine the damage.

"Damage report, cadet", Optimus commanded while groaning from the sleep. The young cadet looked from his monitor to assess the ship's condition. "Well the power station has completed auto-repairs, but in the matter that the Axelon will ever fly again, believe me Big-Bot, you don't want to know". Optimus sighed in defeat, "Nuh, that's what I thought".

**East Side** **of the Planet**

**Nairobi, Africa**

**Mt.** **Kilimanjaro**

Thirty miles under the active volcano, lays an endless valley of lava pits that still burn with the intensity of the rivers of lava. Within the field of lava, rests the Inferno, the Predacon ship that crashed there for so long ago. The ship hummed with life as the crew awoke some while ago. Megatron looked at the holo-navigator, looking at topographic readouts of the landscape outside and on the surface, and pondered at the predicament: they were trapped on an unidentified planet that they crashed on 4 billion years ago, and slept on for so long. He wasn't even sure if the planet had what they were seeking for. And worst of all, the very key element he had lost when falling on this world was somewhere out there, but he had no way of knowing where it was.

He looked at the holo-monitor and asked, "Navigation, is this the right planet; is this Earth?" The female computer voice answered, "Unknown. Course settings were accurate but readings are inconsistent with those expected for intended destination."

At this point the figure was impatiently angered at this, "Never mind that! Just tell me if there is Energon here!"

"Confirmed"

Megatron and his men were pleased to hear that, "Alright, we did it! The planet has Energon", a Predacon said in a squawky voice as if he was part bird. The computer showed a topographic image of Megatron's body as well as his crew of four, and from the look of it, the robotic forms were deteriorating. "Too much Energon; field readings are off scale. Continued exposure to it in robotic forms will result in permanent damage and then, shutdown".

Megatron slammed his right fist on his command chair in frustration, and then an idea formed into his head. And then an evil smile appeared on his face and answered, "Then we will just have to create alternate forms,", a screen lit up with topographic images of a T-Rex, wasp, and tarantula, "based on the most powerful creatures on the planet"

The creepy voiced Pred spoke out as he was working hard on the console that he was on, "Scanners are activated". Megatron looked pleased that some things on the ship were still operational. He then had a slight memory of one thing they stole before they escaped Maximal Territory. "What about the stasis pods we stole, are they still operational?" The creepy one's silhouette moved two coffin-sized pods with Maximal symbols on them. He checked the prizes and found they were still fully functional after so long.

"The pods are still intact and our new recruits are sleeping like newborns", Megatron was pleased at this and knew that if the Maximals survived he would need as many troops as possible. "Excellent, Yess. Begin reprogramming them into our newest allies."

Outside the ship, a metallic sphere with one eye lens hovered out of the volcano and shot out in a nearby junglelike area. Each one then activated their scanwaves for suitable beast forms for the Predacons. The beams streak out from it, playing over a stony hillside nearby. The beams cause the hill to seem transparent, revealing the fossils of a T-Rex, a pterodactyl and a velociraptor inside. The scanners also play over a rocky outcropping where a tarantula rises in a defensive position against an attacking wasp. The scanners pass over them both. It also passes over a scorpion fighting against a black widow spider. Later the beams catch sight of a fire ant colony. Megatron grinned at the screens looking at the new forms he and his crew were about to own very soon.

Back at the Axelon 

The Maximals were aware of the Energon situation and they too sent out two similar metallic spheres to scan out the areas. The first sphere scanned the mountain terrain in search of forms and later on the scanner beams sweep over a hawk that was flying over the rocky canyon terrain. The second sphere sped toward the city of Antigo in search of more forms. It made its way to the center of the Antigo Zoo and began the beam sweepers for scanning forms. In the Jungle Cat Area, a pair of cheetahs are seen standing on a hillock. The scanner beam swept over one of them. While in the same area, the beam sweeps over a Siberian White Tiger. In the Ape Exhibit, a great silverback male gorilla is sitting in a tree, tossing fruit down on the ground to its group. Not known to the ape, a rat is also in the tree, eating fruit. In a different exhibit near the apes, a rhino is eating some grass not bothered at all. The beams sweep through, scanning all three creatures. Back aboard the ship, six chambers were humming as the robots inside were being given their new alternate forms.


	2. Beast Wars pt2

Chapter 2: Beast Wars part 2 

**Seyvont Junkyard **

**Junkyard Barn/Tool Shed**

**3:45 PM**

Justin and Alex had each gotten back from their homes after school, packing for a camping trip up the mountains in order to test the Mountain Crawler. They each packed food, spare clothing, equipment, and anything else they might need for the trip. As soon as they told their parents where they were going and got their approval, they met in the big toolshed in the center of the Junkyard. Inside, they went near a vehicle shaped object covered in some kind of stitched up car cover.

Justin looked at the object covered in the sheet and looked towards his friend, "Well, I guess this is it, Alex", he said a little nervous that the machine wouldn't work or worse…FALL APART OR BLOW UP WITH THEM ALONG. "If this doesn't work, Justin, I just want you to know…" he was holding his words with great fear and finally said, "I'm gonna kick your butt for makin' me waste my summer vacation helping you build this thing, Man", he said out of great humor. Justin just laughed a little and pulled the cover off. The vehicle looked just like the blueprints Alex was holding; caterpillar back wheels, headlights on the back, and the engine sticking out where the hood should be. It was painted yellow with flames painted on the nose of the Crawler.

They put their stuff in the back; Justin opened the shed's side doors to reveal a path leading out of the junkyard and into the woods that would lead them to the mountain terrain. Justin sat in the driver's seat and Alex rode shotgun. Justin pulled out the ignition key, placed it in the ignition and prepared to start it up.

"Okay, here is now the official test drive of Operation: Mountain Crawler. Houston, Start the Countdown", Justin said out of humor. When in truth, he was hiding his nervousness. Alex just went along with it and began the countdown.

"10…9…8…7…6…5…4…3…2…1…", Justin closed his eyes as Alex said, "HIT IT!"

He turned the key and slammed his foot on the accelerator. And just like that, the Crawler's engine roared like a mighty tiger, roaring to life for the first time. The two boys looked at each other in amazement and excitement. For months, they were working on their wonder buggy and just out of the blue, it worked. Alex looked at his friend as he stared at the controls, "Hey man, are you gonna stare at her all day, or are we going somewhere this year". Justin shot out of his daze and looked at his buddy with a smile, "Heck yeah, let's ride!" He pushed the automatic gear in Drive and gave it some gas. The Crawler, despite the caterpillar wheels, sped out of the shed and out into the woods probably doing 30 MPH. The boys shouted out in excitement and glee as they treaded into the woods closing into the mountain terrain. There, they would meet new friends and join in the adventure of a lifetime.

Back at the Axelon 

The Maximals had just finished getting their alternate forms as the computer said in a male monotone voice, "Scanning and replication of local life forms...complete. You may emerge".

A cheetah popped out of the first chamber and landed on its feet, "Rrrowr! Look at me! I'm a cheetah", the voice was that of the young cadet Maximal, he had just acquired the form of a male cheetah and was getting the hang of walking on four legs and stopped for a moment, "No, wait. Yeah, that's it. From now on, you can call me…Cheetor".

Within another chamber, Optimus' voice could be heard from it as his beast form was still being formed, "Hmm, Interesting" The command center's door hissed open as the new surrounding came into view of the cave that the Axelon had been encased in.

"Interesting? Mrow! Optimus, the word is", Cheetor said as he spinned out into the glowing lights of the cave, striking a pose to look cool, "spot-on-smooth". He catches a glimpse of his reflection in the hatch frame, and strikes his whiskers admiring himself. "Purr. It's a crime".

Just then, a rat the size of a gym bag slouched out behind Cheetor, giving him a snide look, "Ya never had taste, did ya Kid?", the rat was the Maximal with the New Yorker accent as he spoke a little gaudy. He strutted like Chaplin, swinging his tail like it was a cane. "This is what style is about. Call me, Rattrap".

Cheetor extruded his new steel claws and prepared to pounce Rattrap, "Oh, yeah? How's about I cut meeces to pieces?" Rattrap looked like he was about to soil himself silly, then all of a sudden, a shadow loomed over behind Cheetor from the shadows of the doorway, and he was relieved.

"Ease back, Cheetor", a voice came as Cheetor looked behind him and came face to face with a rhinoceros. "After all, livin' large is for forms like me, just call me Rhinox from now on".

"Yeah! An' just consider yerself lucky I didn't get rough on yas!", Rattrap replied to Cheetor all cocky attitude now that his big friend was backing him up. Suddenly a white Siberian tiger, bigger than Cheetor, pounced on Rattrap, pinning him down on the floor.

"You should have been watching your back, Rattrap", the tiger replied, "Otherwise a tiger can bear his claws faster than a rat can". He got off of Rattrap and sat down like a normal tiger would right next to Cheetor. "Or in this case, a Tigertron, in which is what you can call me from now on".

Just then a hawk jumped on the control table startling the others. She was around the same height as Rattrap but seemed a little taller though. "Well don't you worry about me bearing my talons", she spread her wings stretching them for the first time, "I wouldn't want you guys to expect nothing less for you air reconnaissance, Air-Razor".

"Moderate your conflict circuits, Maximals...", a dramatic pause among the crew as the door to the last CR (Creation/Reconstruction) Chamber hissed opened, revealing Optimus Primal himself, in the form of a great silver back Gorilla. "Remember, these beast forms are to protect us from the long-term effects of the Energon fields out there."

He walked past his crew to look outside of the ship and look into the cave that they and their ship had been encased for so long since the crash. "We may need Energon for power, but this is too much of a good thing", He then moved towards the main console computer showing the outside world which is called Earth, "Our robot forms will start to short out after a few minutes' exposure. This is one unusual planet..." Optimus looks at the monitors, seeing the Earth and many of the cultures that the Axelon's probes were able to observe and collect data on: places, people, and anything else that was there, "whatever it is".

All the Maximals looked at the monitors with their fearless leader too, and Rhinox was the one to break the silence. "Yeah. Or whenever", everyone then glanced at the large Maximal in confusion

"The TransWarp drive can go through space an' time. We were locked onto Megatron's warp signature. And seeing that time has gone by since the crash, which was 4 billion years age, we could be anywhere...anytime."

Optimus looked upward grimly at the knowledge and situation that they were in now. "And our crew was also scattered all over the planet in those stasis pods we lost in battle. They're protected from the Energon fields, but it means Megatron has us outnumbered if he gets the chance to reprogram them into Predacons. That is, if he can find them, which I sincerely doubt that we can too."

**Meanwhile at the Predacon's New Base**

The Predacons were able to dig a tunnel beneath the lower base of Mt. Kilimanjaro. The Predacons have already gotten outside, checking out their new beast form bodies. The creepy one took on the form of a tarantula; he then gave himself the name Tarantulas. The squawky one was given a red Pterodactyl and called himself Terrorsaur. The others were that of a wasp, black widow spider with gold colored legs and design on its second section of her body, a mean-looking scorpion, and the last one was a dangerous giant red fire ant. A velociraptor, whose name was Dinotbot, emerged from the pitch black tunnel holding a Golden Disk in his foreclaws. The disk had on it bizarre symbols, as Dinobot glares from the disk around the planet.

"No! No! NNNOOO! It's all wrong! This cannot be Nexus Earth", he vented as he threw the disk back inside the cave and glared into the darkness.

"Megatron, you failed!", He shouted, "Not only did you fail to destroy the Maximals when you had the chance -- you failed to bring us to the right timeline of this planet! On top of that, you also lost the fabled Key to the Matrix while you were at it! We stole the Golden Disk for nothing, you IDIOT!"

A long, nervous silence goes on as every one of the Predacons look at Dinobot as if he's lost his mind, trying to insult their leader and actually succeeded. Now, all they could do was watch what would happen to him. Then Megatron ominously emerged from the shadows of the cavern entrance, his beast form was that of a gigantic purple T-Rex.

"I beg your pardon. What did you call me?", the other Predacons, except for the scorpion, rattled nervously. But Dinobot defiantly stood his ground, "You heard me. You are an idiot and an incompetent leader. And I - am taking over! Dinobot - TERRORIZE!"

In a quick flash, Dinobot transformed into his fully armed, and armored Robot Mode. He activates his Rotary Blade ominously as well as his sword with his claw-like hands. His robot mode was impressive: his raptor legs became his arms, the head of the raptor became his chest-plate, and the rest of him seemed exoskeletal. His helmet head was brown but his faceplate was blue and looked like someone in their forties and he had red piercing eyes and razor sharp teeth.

Dinobot took a stance as he was ready to fight his former leader. "I challenge you to, Megatron, to a one-on-one battle! The winner shall lead the Predacons - and the loser shall be destroyed!"

Megatron just smiled easily, "You're so impulsive, Dinobot. Brave, but misguided.", he said as he turned to face the cavern entry. Dinobot grew impatient for an answer and asked angrily, "Do you accept my challenge or NOT YOU COWARD?"

Megatron just simply brushed that comment off without ever so much as a roar and just laughed confidently. "I think there is more to being a leader than simple courage. There is cleverness and cunning as well. Isn't that right --Scorponok?"

Dinobot whirls. Behind him, Scorponok had just finished his own transformation into Robot Mode. His mode is human with most of his body covered in scorpion shell like armor. His stomach is formed from his eight red arachnid legs. His head has only one yellow eye and his lower jaw looks like mandibles fused together. His scorpion tail is right behind him and his front pincers are his lower arms and hands.

Before Dinobot could react, Scorponok's Missile Launcher fires from his right claw! Dinobot is blasted with a direct hit and sent flying away over a rocky hill, never to be seen again.

Megatron watches him vanish.

"Loser"

He turns to the others, as Scorponok reverts to beast form again, "What does it matter which time on Earth we are on? We came looking for Energon, and this planet is rich with the element! Enough energon to power the Predacons' entire Galactic Conquest!" His voice then lowered as the ugly fact came back into reality, "Only the Maximals could give us trouble now -- if they survived the crash."

Just then, the giant tarantula came running out. It was colored unusual; green and yellow, but mostly purple and black, and he was mumbling about something while laughing like a sinister madman. "Megatron. Megatron, the scanners have found it" Megatron just looked at him as if he'd lost his mind, but in this case, this one already did long ago. "What did you find that could peak my interest at this moment, Tarantulas?" he asked him with little interest for wasting his time.

"The Key"

He immediately lit up as he heard this information, "What? Ah, Excellent. Yess. Where is it?

"In the west, the signal pinpointed somewhere in a region of mountains. Most likely it may be buried in one of them."

Megatron grinned maniacally at all this; four billion years ago he lost the one thing that would make the Predacons the most powerful force in the universe, and now, it had reappeared. He immediately wasted no time, "I shall not waste this opportunity. Nooo. Terrorsour. Waspinator. Until we have a working transwarp gate for us to travel much faster on this planet, I want you both to go by air, and take the new flyer with you to retrieve the Key. Yess!"

Waspinator and Terrorsaur began rising into the air, and the giant red fire ant came back out with the others carrying equipment. "Ant-Bot! Hurry up, Megatron haz given orderz to go to the Wezt and begin Ezxcavation in the Mountainzzz", the giant wasp who was identified as Waspinator commanded.

The giant ant marched straight up and stopped, "Excellent, the perfect chance to prove myself to the Royalty. Inferno---TERRORIZE!" The red fire ant transformed into a dangerous looking red, light-gray robot. The ant head had become the upper torso, his front and hind legs transformed into his arms and legs. His face looked as terrifying as Dinobot's with four ant-like claws on his head; two on top and two under his jaw. The ant anus spilt open in four panels to reveal a tough-as-nails mini jet engine. He fired up and took off with the other two flyers, heading west.

"And if you find any Maximals near that location, destroy them!", Megatron shouted back before the three disappeared out of sight. Scorponok and Tarantulus begin lumbering away toward the cave entrance with the black widow gathering the equipment to construct the warp gate.

**Back at Antigo, in the Mountain Region**

Justin and Alex had just gotten out of the Mountain Crawler and were now walking towards the fresh cave opening. The trip was quite the test run for the vehicle as it made it to the mountain caverns. As they went in with their flashlights on, they carefully made sure they didn't fall into some kind of hole.

As they went in further, the opening they came in from grew smaller and smaller. "Hey Justin, do ya have that GPS device you were able to make on ya?", Alex said as he grew a little nervous if they lost their way. Justin pulled out a supped up PSP that he made into a homemade Global Positioning System (just out of boredom) and pushed some buttons out randomly. The screen lit up showing a map that was made up of the mountain's cave. The screen showed a few tunnels: some were dead ends, others just kept going until something caught his eye as they kept moving.

"Hey Alex, look at this", he said as Alex walked up from behind and looked over his shoulder. What they both saw didn't make any sense to either one of them. On the screen, it showed in an unexplored section of the mountain's caverns, a huge blip that almost resembled a ship. But the weird part, was that there were moving blips outside of them; six to be exact. "What the Heck is that, man? Some kind of excavation team?", Alex asked and he saw that Justin was just as clueless as he was now. "I don't think so. It's too far down for them to bring any equipment that big down here", he concluded as they stopped.

Just then, they heard a cracking sound below their feet as they looked down. "Uh, Justin, I think we better move from here, man", he said a little scared. Before he could reply to Alex, the floor under their feet suddenly gave in to the weight and they both fell through. They dropped down on separate slopes that looked like water slides and they each slid down further into wherever both of them were going.

Justin lost sight of Alex as he heard him yelling to him as he disappeared. He slope just had him zigzagging around and around. Suddenly the slope just stopped dead to an open crevasse, as Justin slid into the darkness, screaming down falling and falling until suddenly he dropped on the floor hard and passed out.

Near the Axelon 

The Maximals were getting equipment set up for the repairs that were needed if some of the Axelon's other functions were ever going to work again. Rhinox was seated on his rump, carefully assessing the damage on the defensive cannon on the exterior of the base/ship. Optimus was scanning the cave through a pair of electronic binoculars. Tigertron was scouting further into the cave, he had found an opening that might lead outside and explored further. There was a pile of wrecked junk just outside the main hatch where Cheetor was trying to get, as age had claimed what was left of the scrap. As he did, Rattrap emerged from the upper hatch and dumped some more junk on the pile.

"All this fer a Golden Disk and whatever was in that pod", he complained as he sat down on his butt sulking over this mess. Optimus stopped what he was doing and looked at the rat, he may have been an excellent explorer, but man, could this guy complain, and really didn't understand the situation they were in now. "They were both Cybertron's most carefully guarded relics, Rattrap. The disk gave the location of a major Energon source, while the Key was rumored to be part of an ancient prophecy that when fulfilled, would give whoever controlled it unlimited power. That's why Megatron stole them", he explained.

Rattrap however looked like he couldn't care less about it. "Yeah, like I care! We were supposed t' be doin' deep space exploration. Playin' Galactic Patrol wasn't nowhere in my job description." He quickly turned his head towards Optimus, "You sure you're cut out for this Commander gig?" Optimus gave him a look, but replied calmly, "Remember the Great War, Rattrap. If the Predacons get enough Energon or find a way to harness the power of the Key, they'll start it again. We can't let that happen."

He looked over the cave and saw an amazing site. Stalagmites and Stalactites were in some areas; some of them connected looking like pillars that stretched for yards up. The whole cave area glowed with eerie light but was shown with much wonder as he finished, "Besides. You wanted exploration, and here we are on an unknown planet. What more do you want?" The little rat just muttered under his breath, "Well call me picky, but a workin' spacecraft would be nice."

Optimus just sighed in defeat with a grin, "Just no pleasing some people."

Outside on the Other Side of the Mountain 

Terrorsaur, Waspinator, and Inferno had finally reached their destination and landed on the mountainous edge of the cliffside. Inferno transformed back into Beast Mode immediately, not wanting to feel the effects of a short out due to too much Energon exposure.

"Alright. This is where the coordinates say that the Key is located", Terrorsaur said as his right wing patted the rocky mountainside, "somewhere behind all of this". Reaching up to his left temple, he activated a com link to Megatron, "Terrorsaur calling to Megatron, do you read me?" Static could only be hear, "Megatron do you read me!". Waspinator looked at him puzzled, as did the ant. The Predacon could only conclude that the Energon under the ground may have affected the com link or that they were too far out of range.

"Oh well, we'll just have go on without them for now until they arrive". He looked at the other two and pointed to Inferno, "Inferno, you're a fire ant, dig us a way in there". The fire ant just stood straight up like a trained marine and walked forward to the wall. He then dug straight in to the rock,. Tearing at the mountain wall with his oversized mandibles, flinging rocks and dirt everywhere. The other two just stood back and watched him dig like crazy.

A few minutes later, the Predacons had successfully gotten inside the caverns and spotted several tunnels. Terrasaur couldn't decide which way they should go, so he suggested to the two they split up. If one of them should find the pod with the Eye insignia on it, they should try and contact the others to rendeveuz with the one who found the stasis pod. So Waspinator went to the tunnel on the left, Inferno took the one on the right, and Terrorsaur took the middle tunnel.

In another Cavern 

Justin was regaining consciousness from his freefall. He looked around as he got up and saw that he was in another section of the cave, probably 30 yards from the tunnel he and Alex fell from. 'Alex! Oh, man I sure hope he's alright. I've got to find him', he thought as he looked around for his GPS, "But first I gotta find my way out of here." He looked around to find it and found in nearly 8 inches away from his feet. He picked it up and saw it looked a little worse for wear. He knew he was gonna have a hard time trying to find his way around, and by the time he and Alex got out it would be night. Boy, he did not need to worry his sister that much. Just as he was about to leave, he spotted something on the floor to where he fell on shining.

He knelt down and swiped away some of the dirt with his left hand, and he saw that it was some kind of metal. Unable to contain his curiosity, he frantically started to brush away all the dirt around. As he did the structure was getting bigger by the more dirt he swept away. After what felt like fifteen minutes, he stood from where he looked at his find and was amazed. What he found looked like some kind of coffin, shaped like some futuristic refrigerator. It was little more than massive banks of computers, surrounded by a protective shell. The weirdest thing about it was the computer that was attached to it was still working, and a strange eye insignia was on the glass plating. As he got a good look at it, he realized what this thing was. "It looks like some kind of escape pod, just like in those science fiction movies". He was excited beyond belief.

He went to take a closer look at it, unaware that his right hand activated the controls. "Activating resuscitation; resuscitation will be completed in one minute", the pod's computers called out. Justin jumped up and backed away when he heard the voice. The pod hummed and opened the pod's hatch. A thick mist filtered out and flew across the floor. He walked closer to the pod as the mist cleared up to see what was inside. Within it only covered in what looked like a blanket of silk, was a girl his age. Justin couldn't take his eyes off her; she had icy blue hair that looked like it came down to cover her upper back with one of her bangs almost covering her left eye, her skin looked snow white. Her figure was so slim and yet it looked like she was physically fit.

Justin went in closer and placed his right hand around her head in order to lift her up. The computer hummed once again as the final protocols were ending. "Headed towards Cybertronian Calendar 2785 the Oracle's child has now been awakened." Justin didn't have a clue as to what the computer was saying "Cybertron? Is that the name of a space station; is this girl from the future or outer space?" As he thought the possibilities, the girls eyes shot open and the cave was engulfed in light with Justin flew into a wall back first and dropped to the ground unconscious again.

**Outside**

Near the area where Inferno, Terrorsaur, and Waspinator had come in to the caverns, Megatron and the other Predacons had finally arrived with the use of their new transwarp gate. Suddenly a beeping sound came from Tarantulus, "Tarantulus---TERRORIZE" The tarantula transformed into a humanoid robot. His body matched his voice: slick and monstrous. His head was purple with spider eyes on his forehead, his mouth was made up of six mandibles, and his eye was a yellow visor. His upper torso was purple and muscular and his arms had his eight spider legs connected to them while his hands and lower part of his arms where two massive claws striped yellow and purple. The spider head had become the robot's pelvic structure. His legs looked a little skinny but strong.

He took out a strange device and examined it. The readings on the device were showing an energy source going off the chart. "Megatron! The scanners are showing a tremendous energy surge within the caverns, and it's showing that Waspinator is closest to it." Megatron heard every last word and knew it had to be the Key. Legends told that the Key was an extremely powerful force but there was no proof to back that up.

…Until Now.

In his beast form, Megatron contacted Waspinator. "Waspinator, do you read me?" Through static Waspinator replied an answer. "Yezzz, Megatron, Wazpinator responding" Megatron was delighted to hear "Excellent. Yess. The Key is located near your position. Head on without the others. We will rendezvous with you until then" Megatron and the others proceeded into the cave, unaware that they were entering into Maximal Territory. Very soon, in the very mountain two sides who have had to exist with an uneasy truce will soon ignite a war that will change both worlds.

**Next Chapter: Justin meets new friends and new enemies…**


	3. Beast Wars pt3

**Chapter 3: Beast Wars part 3**

* * *

**Back at the Axelon**

* * *

At that moment, Cheetor emerged from the hatch and ran straight towards the others. When they saw him, he looked so surprised and excited that he looked as if he was about to burst. "Hey guys, check this out." 

Back inside, everyone, minus Tigertron, was in the control deck looking at the holo-monitor of an outline of the mountain and the caves inside of it. In one of the cave sections, four blimps were found: two were located in another section, while the third blimp was going towards the only blimp that had a massive energy reading. Rhinox was the one to speak out, "The first three blimps appear to be Predacons" everyone's suspicions were confirmed, the Predacons survived the crash. "But the other blimp has no familiar signature; it's neither Maximal nor Predacon so I can't make heads or tails with it." Optimus had a hunch as to what it was, but he and his crew needed to get there before the Predacons got to it first.

"Alright Maximals, I'm pretty sure that the fourth blimp might be the second item that Megatron stole." Everyone just stared at disbelief that the Predacons lost the Key when they crashed here, "So we've got to get to it before he or any of his friends get to it, so we've got to move fast".

Just then, the main hatch opened and Optimus shot his head around fast to see Cheetor about to get out. "Cheetor, what are you doing?" The yellow and black spotted cat shot him an excited look before he leaped out of the ship. "What's it looking like, Big-bot? You said we've got to get to the Key fast", and Cheetor suddenly raced away down into the tunnels shouting back, "And who better to get there first then the Golden Rocket! Rreoww!" With that, Cheetor was gone with a flash.

Optimus jumped out of the ship shouting into the tunnel, "Cheetor! No! We have to stay together as a group". Cheetor was going really fast down the cavern tunnels that he could barely hear Optimus. The cavern tunnels were lit up by who knows what as Cheetor sped from one tunnel into another following the coordinates from the map. He was going to make sure the Preds didn't get their oily hands on the Key again.

Back at the Axelon, Optimus touched his chest, activating his comlink to try and contact Cheetor. "Cheetor! Return to base immediately! We don't have time for this!" Cheetor however kept running, unheeding even when he hears the static from his own comlink, believing it to be malfunctioning. 'Great, I've got no way to contact the others for back up' he thought, "Guess I'm on my own, for now".

Optimus poked his chest again to try contacting Cheetor a second time. "Optimus to Cheetor! Please respond!" Only static as he waited for Cheetor to answer. Optimus looked over to Rhinox, who was still seated at the controls, but now was looking at a scanner with Air-Razor, "No good, Optimus. The Energon fields in the mountain are messing up the comlinks, much less any Energon in wherever we go on this planet. Anything over a hundred meters, they ain't worth scrap." Optimus just sighed in defeat. "Well, that's just prime."

Rattrap heard everything and just walked up from behind the gorilla, "So, this yer first day on th' job or what?" Optimus just looked at him distractedly like he did not need to answer him, "Shut up, Rattrap."

Rattrap responded to this with a mocking salute, "Oh, yes SIR! Yeah, I feel just heaps better knowin' our lives are in yer capable hands." He turns around walking towards the control panel with Rhinox and Air-Razor, "We're all gonna die." Optimus ignored him, looking back toward the distant tunnel that Cheetor ran into and wished him safety.

* * *

**Back to Justin**

* * *

_Are you alright?_

He heard from what sounded like the voice that belonged to an angel. Justin felt like he was hit by a couple of his high school's football players. Which he went through everyday seeing as how the bullies of their school tormented him and Alex, just happen to be the football team. He regained consciousness again, and felt like his head was lying on something warm and soft. He opened his eyes and everything was going from fuzzy to focused. As his vision can into focus, he saw the face of the girl from the pod, only she looked as if she were upside-down. It came to sudden realization that she had him lying on her lap.

Justin shot back up and scooted a few inches away and got a good look at the girl. She was drop-dead gorgeous for a girl his age. Her eyes finally open revealed she had crystal blue eyes that you could almost lose yourself into. She had wrapped the silk cloth around herself to make a makeshift dress that went to her feet. 'My God, she's beautiful. I've never seen. . .WAIT A MINUTE!', realizing what he was thinking, he smacked himself silly, confusing the girl as she gave him a puzzled look. After he was done, he held his head with his right hand and closed his eyes tightly, "SNAP. OUT. OF. IT! You shouldn't lose yourself like this. You've got to find Alex, get this girl somewhere safe and figure out what to do. But first I'VE GOT TO GET OUT OF HERE!"

"Um, excuse me. Are you alright?"

Justin heard that voice again but it sounded close to him. He opened his eyes and saw the girl right next to him and realized she spoke. "Did…did you just speak, in English?" She nodded in response.

Just as he was going to ask how, he heard footsteps coming from somewhere. Just then, out from the cave's ceiling sections, a cheetah jumped down and landed five feet away from them. 'Hokey Smoke' Justin was both terrified and confused at this predicament now. On one part, a cheetah was about to eat them and that would be the end, however, there was the question as to what a cheetah was doing here high in the mountains and in a cave no doubt.

As soon as he was going to grab something to defend them, the girl just stood up and slowly walked towards the animal. "H-Hey, what are you doing! That's not a good idea to get near that animal!" Justin was wondering if this girl lost her mind or something. As she got closer, the cheetah looked like it was going to do nothing at all. She knelt near it and raised her right hand. The cheetah backed away a little, but the girl's hand was already on its head and started scratching behind his ears. The cheetah looked shocked at first, but then purred like a little kitten as it was enjoying every minute of the girl's ear scratching.

Justin was amazed at the sight; a cheetah came out of nowhere and the girl suddenly tamed it by simply petting it. Justin got up and just stared at this, wondering if the girl came from a race that could tame animals of any world or something. The girl turned her head towards Justin and gave him a smile "Hey, if you want to you can pet him as well", Justin just stood there and finally walked towards them. He took his left had was nervous about losing his hand if the cheetah was going to bite it off. The girl suddenly grabbed his hand and placed it on top of the cat's head. He then started to scratch the cheetah's head just as the girl did. "Oh! Uh, I forgot. My name's Justin, Justin Seyvont. I never got the chance to ask yours."

"My name is Aelita. Thank you for asking…Justin" She gave him that smile again, completely oblivious that she was still holding his hand. When they saw that each was still holding hands, they both blushed and they both took back each other's hands.

"Hey don't stop. There's still another spot that I can't reach."

Justin suddenly looked around and wondered who said that. "Hey! Down here!" He looked down and saw the cheetah; there was no way this animal could talk. "Hello. Mrrow! Name's Cheetor - what's shakin'?", the cheetah suddenly said and Justin jumped back while yelling. The cheetah looked confused and offended, "What, is it my breath?" Justin decided to go along with this hallucination and pointed straight at the cat yelling, "No it's not your breath, YOU'RE A CHEETAH THAT CAN TALK WHICH IS NOT POSSIBLE SINCE CHEETAHS ONLY ROAR OR MEOW!" Aelita walked over to him and put her hands on his shoulders trying to calm him down. "Justin, there's no need to panic. He's not going to hurt you."

"Yeah, and how exactly do you know that? You just met him like I did."

"I know, I know. But I just have this feeling like I know what he is."

Just then everyone in the cave area heard a slight buzzing sound and looked around until they found an unfamiliar sight. A giant wasp came up from one of the caverns above them in an ominous fashion of a Huey helicopter in the film Apocalypse Now. The cheetah looked confused for a moment, while Aelita began to quiver in fear. Justin, however, just stared in disbelief and shouted, "What is going on here! Cheetor just looked at Justin and asked, "What? It's just a big bug."

He looked at the cheetah named Cheetor with a 'you've got to be kidding me' look and pointed at the wasp, "Well I hate to break it to ya, Cheetor, but bugs can't get this big. The weight of this height would crush their legs and their bodies".

Cheetor reacted to that, then looked up at the giant wasp, who veered off to look at the two kids, not recognizing Cheetor as a threat. Cheetor thought, 'If that's true, then that bug's no natural life-form', he then realized the truth, 'And if we're talkin' unnatural life-forms, then we gotta be talkin' about just one thing. Robots in disguise!' He then sprinted towards the kids and shouted out his transformation command.

"Cheetor -- MAXIMIZE!"

He leapt into the air and started his transformation, somersaulting. A robot foot crashed down in front of the two teens. Justin looked down and panned up to see Cheetor, now in his full, mighty impressive robot mode. He looked like a humanoid robot with all blue and yellowish gold. The cheetah head had become his chestplate and the two front legs were crossed on his back. His faceplate was blue while his armored head was yellowish gold. When he saw his face, he seemed to look like a teenager around his age, perhaps.

"Time for this cat to pounce!" Cheetor pulled out some kind of rifle-looking weapon and started firing at the giant wasp. The wasp started dodging left and right and looked like it was getting angry. The bug suddenly spoke out, "Wazzpinator under attack! Wazzpinator engage enemy!"

"Wazzpinator -- TERRORIZE!"

Before their very eyes, in midair, the wasp now identified as Waspinator transformed into a battle-armored flying humanoid robot colored green, black, and yellow. The wasp's head had split vertically and became the upper torso with his wings still flapping on his back. The stinger butt became the robot's two front legs. His arms looked human shaped, and his lower arms had insect like limbs attached to them. His head was human except his eyes were insect-like similar to a wasps' and his jaw split down the middle making him look even more like an insect.

The robot went into a dive, firing what seemed to be a gun shooting out Stinger missiles!

He reacted toward the diving Waspinator as the missiles come spiraling straight toward them by grabbing Justin and Aelita each by the waist and jumping away from the missiles. The missiles impacted to where they were standing and a massive explosion suddenly erupted.

* * *

**Back at the Axelon**

* * *

The Maximals heard the explosion and only knew one thing: Cheetor was in big trouble. 

Rattrap could only react by saying, "uh, oh." Optimus grabbed Rattrap before Rhinox started sprinting towards the cave tunnel. "Let's Move!" Air-Razor was following them, trying to be careful not to hit anything while flying.

Rhinox was already charging on all fours and Optimus hurled Rattrap up onto Rhinox's back and then leaped up on his buddy as Rhinox passed him.

Back to Cheetor and the other two, "Justin, take Aelita with you and find some cover!", he shouted as he was shooting and dodging. "What about you!", Justin barely knew this robot but he already didn't want him to get hurt. Cheetor just smiled at him, "Don't worry, this bug ain't tough enough to do this bad bot in." Justin didn't have time to argue so he took Aelita and ran into a slim cavern entrance and they both squeezed their way to the other side.

Waspinator saw this, he returned to beast mode and flew back into the upper caverns. Cheetor saw this and knew that the big bug was really after the kids. So he reverted back to his beast form and jumped all the way to where the bug was going.

Justin and Aelita had gotten through and found out that they had gone into an even bigger cavern. The place looked like a moto bike obstacle course. He was looking for a way out when Waspinator came out in robot form and hovered above them. Aelita stood behind Justin in fear; she didn't know why this wasp was after them but there was something about him that terrified her.

"Mmboyeee! Give Wazzpinator the Key now and Wazzpinator will not hurt you!" Justin looked at him like he had no idea of what he meant. The only key he had was to the Crawler. "What are you talking about? I don't have any key that you're looking for!" Waspinator was getting annoyed and pointed to Aelita, "Herr. She'zz the Key that Wazzpinator seekzz." He looked at Aelita and she was shrinking back behind Justin trying to hide. Justin saw how terrified she was and got angry at this. "If you think I'm gonna give her to you Buzz-Face, then I've got news for you: FORGET IT!" Aelita was surprised that this boy she met would protect her. In all her life, if she could remember it, no one ever did anything so brave for her.

Waspinator looked peeved at the 'creature's' defiance to him. He was about to shoot Justin when all of a sudden, Cheetor popped out from where Waspinator had come in, transformed, and fired his gun at Waspinator a couple of times until he flew spiraling towards the other side from where they were. He landed near Justin and Aelita, "Did ya miss me?" Justin smirked and Aelita looked relieved that no one got hurt and that Cheetor came here just in time.

From where Waspinator crashed, he slowly got up and looked to where the Maximal was. His eyes glowed for a second and lasers shot out hitting Cheetor in the back.

"Mweorargh!" Cheetor was hit and fell into a river shaped slope. Justin and Aelita followed behind avoiding the missile fire. Aelita hid behind some boulders while Justin was helping Cheetor to Aelita's location.

* * *

**Back to the Maximals**

* * *

The other Maximals were getting there as quickly as possible. Optimus and Rattrap were on Rhinox's back, thundering across a natural stone bridge that was formed in the cave with Air-Razor flying over them. Rhinox may not have had Cheetor's sleek maneuverability, but he had the speed and massive power of a runaway freight train. Far from them, a wall comprised of stalagmites and stalactites closed together was blocking their way. Rattrap saw this and shouted to his buddy, "Heads up! Roadblock." Optimus reacted to this and made a quick command decision, "Veer left! There might be a clearing about a hundred meters…" 

CRASH!

Before Optimus could finish, Rhinox ran straight forward and smashed the wall into pebbles without even slowing down. Tiny shards of rock filled the air. Optimus brushed several bits off from his fur as they and Air-Razor following them continued to thunder along

Optimus sighed as he remembered that Rhinox's beast form came from a very tough creature, "Ah yes. Silly me"

* * *

**Back with Cheetor and Company**

* * *

Waspinator and Cheetor continued firing at each other until Cheetor's gun suddenly started making unusual sounds. Cheetor ducked behind the rocks and started shaking it. Justin looked at him and asked, "What's wrong, Cheetor?" 

"My Quasar Cannon is jammed, and for all the times for this to happen."

Justin took the gun and looked at it "Let me take a look at it, maybe I can fix it." Cheetor looked at him not sure if he could do it, but let him do it anyway. Suddenly the wall to where Justin and Aelita came in there from blew open, and to Justin's surprise he saw a silverback gorilla, a rhino, and a hawk and rat too big for their original sizes. He was wondering if they were Cheetor's friends or Waspinator's. He got his answer when the Gorilla shouted for Cheetor's name.

"Cheetor! You and the two kids get to cover! We'll swat that pesky Predacon!" But before anyone could do anything, a malevolent and deep voice was heard, "Oh, I would not count on that, Maximals. Nooo."

Justin looked over the boulder they were hiding from and saw the weirdest sight ever. A purple T-Rex was standing with a giant scorpion, tarantula, black widow spider, and fire ant, while a red pterodactyl was flying overhead with Waspinator.

"For I believe that you are soon to have... how shall I put it... difficulties of your own! Yesss."

Justin looked at both sides and knew only one thing, there was going to be a huge fight coming up soon. And he and Aelita were in the middle of it. He thought to himself, 'Man, Alex is sure lucky he's not in the middle of this'.

* * *

**Next in Chapter 4: The first battle of the Beast Wars begins. Justin learns of his new friends and their history. And a new transformer joins the Maximals, but can this new ally be trusted?**


	4. Beast Wars pt4

**Beast Wars **

**Chapter 4: Beast Wars Part 4**

* * *

Justin looked at both sides: on his side where Cheetor and Aelita were the Maximals, and on the other side were the so-called Predacons. He knew that the Predacons were the bad guys because the bug Waspinator was after Aelita for some reason. He couldn't focus on this now; he had to fix Cheetor's Quasar Cannon. 'Great, just freakin' great. I'm stuck in some kind of fight that I shouldn't be involved in at all, but I can't let these, uh, Predacons hurt Aelita. That wasp-bot made that clear.' he thought as he was trying to fix the gun. As he tried, he overheard the two leaders, the gorilla and the T-Rex, argue.

"We don't have to do this, Megatron. There has been peace between the Maximals and Predacons for centuries." Optimus pleaded to Megatron. He didn't want to start a new war and get the beings on this planet involved, "Why start this up again?"

Megatron had to chuckle at the Maximal's futile efforts to persuade him, but he wasn't going to be persuaded that easily. "Peace perhaps on your side, Maximal scum. Yesss. But not on ours." The Predacons just smiled evilly at their leader in agreeing with him. "Permit me to inform you that an enemy which appears to be peaceful may in fact be merely... biding its time."

Justin was still fiddling win the gun until the cocking mechanism was able to rack back. He looked in disbelief, he didn't think he could do it but he did. Hey, Cheetor, it's fixed", he whispered to the cat-bot as he tossed it back to his owner. "Rowl. Finally!"

Megatron didn't notice it, nor did the Maximals. So Cheetor had the right opportunity, but he needed to wait for the right moment. Megatron still went on with his speech, "We Predacons have never abandoned our rightful goal of galactic conquest. Noo. We have merely been waiting... for the right moment -- to STRIKE!"

At that moment Cheetor jumped out from behind the boulder with his Quasar Cannon trained. "You mean like this!" He fires the canon and the blast impacted on the underside of Megatron's scaly jaw, rocking the massive T-Rex backwards. The blast does a certain amount of surface damage.

"Cheetor!", Optimus shouted. He knew that Cheetor would do something like this; never thinking of the consequences in these types of situations. He did however hope that shot knocked Megatron out for the count. But the big Predacon leader recovers immediately, rubbing the smoking jawline with a foreclaw.

"Ah. A treacherous, underhanded sneak attack." He chuckled as he looked at Cheetor, "I like you, pussycat. Yess." He had to admit, though, no Maximal ever had the chance to hit him like that with his guard down. "But it shall avail you naught. Noo. For now the power-gauntlet has been cast."

Megatron ignored the two human children for a while until Justin jumped up from the boulders and shouted, "Hey Barney, why don't you go back to whatever tar pit you crawled out of and stay in it!" Megatron was a little fazed at this as he clenched his jaw, anxious to bite this little gnat's head off. 'How dare this child insult me. Does he know who he is dealing with? Yess.'

Justin nearly wet his pants off, of how scared he was. He was getting pissed off at this dino's arrogance, not just because of what he said, it was because Aelita was shaking like a leaf as some of the Predacons were looking at her like they were going to eat her. He had only met her a few minutes, but he couldn't just leave her in the middle of this.

Megatron turned his attention to the boy, " You dare speak to me that way! You little gnat!", Justin winced at that. He had been called names by some of the kids at his school, but no one ever called him that, "Just for that, after I destroy the Maximals, I'll boil you and your little friend there into Axel Grease. Oh Yess."

"You'll do no such thing, Megatron", Optimus shouted. "If you're going to slag someone, start with me." Justin couldn't believe that this guy, this Optimus Primal, was standing up for him and Aelita. He had only seen the big gorilla, but he didn't imagine he would stick up for him, nobody except for Alex and his sister ever did. "So Primal, is this a declaration of war?", Megatron asked, hoping for an excuse to destroy them. "If so, then…" He let out a huge roar that nearly shook the cave. "PREDACONS! TERRORIZE!"

Optimus wasted no time to give the go to his crew members, "Do it! MAXIMIZE!"

Justin saw, with his very eyes, all the animals transformed into battle ready robots. The opponents on both sides went into their TRANSFORMATIONS into battle-ready Robot Mode. Tarantulas, Scorponok, and Inferno transformed, awaiting the others.

"Blackarachnia, TERRORIZE!" The black widow spider transformed into a gold and black female version of Tarantulas, except her face showed that of a female Asian woman. Her eyes were pitch black and her breast plate had spider legs tattooed on it.

"Terrorsaur, TERRORIZE" The Pterodactyl transformed into a red and gray humanoid robot. The tail had become the protective chest plate. The wings folded and became decorative arm guards. Two spikes stuck out of the front of the feet. The pterodactyl's head was mounted on the back. The robots head was red with a Mohawk and his face plate was white with black eyes with red pupils.

The Maximals were rapidly transforming as fast as the Predacons were.

"Rhinox, MAXIMIZE!" The rhino transformed into a hulking green humanoid robot. The head had split horizontally and the lower jaw became the robot's chest plate. The two front hooves changed into his arms each showing a hand with four fingers. The back hooves turned into his legs, the upper legs were covered by the rhino's hide making a lower torso guard, and the lower legs each had six little spikes to where the side calves were and had a robotic toe sticking between the two front hooves. His face looked human, and he had a bronze yellow jaw. His eyes were black and red, but seemed to show gentleness. He was also holding a mean gattling gun with a mace attached to it both up and down.

"Rattrap, MAXIMIZE!" The rat transformed in a silver and bronze humanoid robot that was around the same height as Justin. The rat's head became the chest plate. The robot's head was completely bronze except for the top of his head which was silver and looked like a brain. The rest of the rat's form was on his back tightly packed. The robot's eyes were bright red and when he opened his mouth you could see two buck teeth. He held out a shotgun shaped blaster at the ready.

"Air-Razor, MAXIMIZE!" The hawk transformed into an orange, brown, yellow and silver female humanoid robot. The hawk's head had turned into the robot's breast plate, while the wings folded behind her back, making them look like chibi wings. Her lower arms, legs, and shoulders were brown and her arms had wrist mounted missile launchers. Her head was brown and on the sides were feathers, with a beak shaped visor, her face was silverish gray. Her eyes however, were green.

The warriors were all battle ready, the only ones left were the leaders.

"Megatron, TERRORIZE!" The T-Rex transformed into a giant dark purple and gray humanoid robot, bigger than Rhinox. The T-Rex head became the right hand and the tail became a lance of some sort, being held by a four-fingered hand. The dino's legs became the lower legs with a metallic back heel balancing them. The two parts of the T-Rex's chest split and were mounted on his back. The chest of the robot looked high tech. The robot's head was metallic gray while his face plate was purple with two red eyes glowing with evil.

"Optimus Primal, MAXIMIZE!" The gorilla turned into a gray, white, and red robot. The ape's head folded inward to reveal a metallic chest. The upper arms of the ape folded up to create shoulder armor showing a metallic structure, while the lower arms remained the same except for on each arm were mounted arm canons. The lower torso did a 180-degree turn to reveal robotic features on the legs. The robot's head was gray while the robot's face plate was dark gray; however, he had a white mouth guard that opened up to show his mouth. He had red eyes that showed fierceness but compassion.

Now Justin had seen it all, these weren't animals; they were robots that could change into animals and vice versa. Both sides watched each other with intensity, wondering who would fire first. Megatron decided to make the first move by breaking the silence.

"Now... obliterate them!"

The Predacons open fired with all their weapons. Missiles, lasers, and blast bolts streak through the air, smashing around the Maximals. All the Maximals could do was do the best they could; they were explorers, not experienced fighters like the Predacons were.

Justin could only watch both sides as he, Cheetor, and Aelita were trying to think of a way to get to the Maximals. Cheetor shouted to Justin, "We've got to scramble to the Maximals before we get caught in the crossfire!" Justin shouted back, "I hate to break it to you, but we're already in the crossfire! We'll be easy targets if we get spotted!"

"Don't worry, I'll cover the rear!"

Justin was reluctant to disagree with his action, but the situation begged to differ. So amongst the fire, Justin led Aelita to the Maximals while Cheetor provided cover fire. Justin and Aelita reached up and Rhinox grabbed them both, pulling them in behind the boulder that he, Rattrap, and Air-Razor were taking cover from. "Just stay behind here and duck. Leave the rest to us!" Justin could only nod in agreement as well as Aelita.

Cheetor scrambled to run up toward the other Maximals, but a blast striking near him caused him to stumble. Justin saw what had happened and was about to run out there to help, but found he felt a tugging on his sleeve. Aelita was holding on for dear life and scared as ever, it was clear as daylight that she didn't want him to get hurt out there. As soon as Cheetor was about to scramble back up, his robotic foot suddenly gets wedged into a crack in the stone! "Rrowl! I'm - I'm stuck!"

Back to the Maximals, having taken cover behind some rock outcroppings as they return fire. Optimus was now aware of Cheetor's situation as he continued to fight. "Rattrap! Help Cheetor! We'll cover you!" Rattrap is crouched behind a boulder. A blast from the Predacons takes out a massive chunk of stone over his head. "Yeah, right!", Rattrap liked the kid, but he wasn't about to play soldier and risk his life with all that firepower out there. Optimus knew that this wasn't the time for this, "That's an order, Rattrap!"

Rattrap was going to make his point out to the big ape, "Yeah? An' you can kiss my skid plate, Fearless Leader. Cause' I ain't goin' out there an' gettin' MY pelt punctured!" Optimus growled in frustration, while Justin was listening to the whole argument. 'What is this rat's problem? If this guy's a friend of Cheetor's, then why doesn't he just go and save him?' He looked back at Cheetor and saw that he didn't have much time until the Predacons noticed such an easy target. 'Well if he won't go out there, then I will.' He then leapt out to head straight towards Cheetor.

"Justin!", Aelita screamed out. Optimus looked as the boy that he and the others were trying to protect jumped out into the crossfire. He knew that the boy's intention was to help Cheetor, but he knew that he was an easy moving target. Megatron suddenly catches a glimpse and saw the boy running towards Cheetor, "Ah, just what I was looking for…Moving Target Practice. Yess."

"Tarantulas! Terrorsaur! Concentrate your fire on the boy! Let's…have some fun."

They begin firing at Justin in order to pin him down. But they didn't count on Justin to dodge them almost so easily. Justin, having to grow up around bullies, had learned over the years to run and dodge really quickly to avoid anything they might throw at him: spitwads, trashcans, anything that could be used as a projectile.

Optimus saw the boy's maneuverability, and was impressed. But he was still in danger; seeing as how the others were being overwhelmed, and that Rattrap wouldn't go, He had to go in there to help. He then activated his shoulder jets and shot up into the air! The remaining Predacons immediately concentrate all their fire on him.

Justin reached to Cheetor without a scratch, minus a bullet mark that missed his left arm that was shot by Tarantulas. "Rrowl! What are you doing, Justin?", Cheetor asked him as Justin picked up his Quasar Canon. He cocked it the way he saw Cheetor did it, "Hey, man, you watched my back and Aelita's, now it's time for me to do the same." He lifted the gun and began firing towards the Megatron, Terrorsaur, and Tarantulas. The recoil of the gun was powerful, but he just kept firing no matter what.

Back to Optimus, he was tracking diving, rolling, and swooping, his way to Justin and Cheetor, trying to dodge most of the hellstorm blasting around him and plunged toward the two teenaged boys. Megatron saw the Maximal leader and took careful aim.

And fired.

The shot hit its target, one of Optimus' jets. He began to fall toward the two. Rhinox and Air-Razor saw their leader take the hit and watch him plunge to the ground. Rhinox reacted to this by shouting, "Optimus!" Rattrap reacted by mockingly laugh and yelling down at his leader, "See! Told ya!" Rhinox and Air-Razor glared at their friend.

Despite the damage, Optimus was able to land on his feet beside Cheetor and Justin, grabbing Justin with one arm and firing at the stone with the other. BOOM! The stone shattered and Cheetor's foot was freed!

Megatron roared in a bellow of rage, "Do NOT let them escape!"

The other Predacons redoubled their fire on Rhinox, Air-Razor, and Rattrap. Rhinox grabbed the smaller Maximal by the back armor, lifting him up to his eye level. Rattrap shouted to his friend, "Hey! Lemme down, ya big lummox!" His giant friend only responded, "Cover fire. They need it, we give it. Now!" Rattrap hesitated to answer, but Air-Razor just shouted, "Come on, Rattrap. We know you've got the form of a rat, just don't start acting like a mouse!" Realizing that Air-Razor was telling him that chickening out was not an option he gave up and decided to cooperate,

"Awright! Awright!"

All three of them laid down a blistering hail of cover fire toward the Predacons. The Predacons were forced to duck and dodge the fire coming from the three Maximals. But they still managed to get off a few shots of their own. With Optimus supporting Cheetor and Justin with the Quasar gun still in hand, all three of them raced up the slope under fire towards their comrades. On top of the slope, Optimus waved to the others as he, Cheetor, and Justin ran up.

"Back to the base! Let's go, let's go!"

The others turn and raced off with them, headed back the way Optimus and the other Maximals came out from. As soon as everyone got cleared, Optimus blasted the cave entrance causing the stalactites and debris to bury the opening closed shut. Megatron was furious that they got away, but he wouldn't allow it.

"After them! Go, you -- AAARGH!"

Before he could finish, electrical fields sparkled and crackled all over his robot form, causing him extremely large amounts of pain. All the other Predacons were experiencing the same thing, even the fliers fell to the ground in agony. Waspinator was acting like a dying cockroach, "WaZz-pinat-ator cannot moooove!"

At the time, Megatron was angry but helpless. He knew what was going on. "Energon field build-up. Convert back to Beast Mode!"

The Predacons started to convert back to Beast Mode. Megatron was furious; the one chance to destroy the Maximals, and they lost it. But most of all, he had let that thing-that human boy, insult him in front of his soldiers. And all they could do was scratch him with one of Tarantulas' bullets. Then suddenly, Waspinator flew in front of his face. "Megatron, Megatron! Wazpinator haz important information!"

Megatron wanted to bite his head off for being such a pest right now, but he would just have to put up with it for now. "It had better be related to the whereabouts of the Key, Waspinator. Anything else other than that and I'll forget that you're a Predacon." Waspinator had to make it good, because he knew right now that Megatron was getting testy. "Wazpinator knowz where the Key iz, and knowz what it lookz like." This had peeked Megatron's interest already and allowed him to go on. "The Key iz with the Maximalz; the Key iz the blue haired girl." Megatron was angered that Waspinator for not getting the Key before the Maximals did, but slightly confused as to what he said about the Key's appearance. "Hmm. Well that will make the search more capable. Yess. But to retrieve it from the Maximals is easier said than done.", Megatron pondered on what to do next.

"Very well. Predacons, I think it's about time we find another way out of here. Then we will find the Maximals and then STRIKE! Yess." So then the Predacons left the way they came in and began their search for the Maximals' Home Base.

* * *

**Back with the Maximals**

The Maximals were walking down a cavern tunnel that would lead back to the Axelon; all were currently in Beast Mode. Aelita was riding on Rhinox's back along with Air-Razor. Justin was walking alongside Rhinox's left side, keeping an eye on Aelita. Optimus was walking on the rhino's right, with Rattrap next to him. Cheetor was in the back keeping an eye out for Predacons following them.

Then all of a sudden, Optimus came to a halt and clamped his hand down on Rattrap's neck and lifts him up to his eye level. Rattrap struggled in Optimus' stern grip. Everyone else just stopped as the Maximal leader was having a few words with the rat. "Awwwrk! What's got yer servos so bent?"

"Let's get one thing straight, Rattrap. I am Commander of this group. And when I give an order, I expect it to be obeyed.", Optimus said. It was clear that he was very angry. Not only did Rattrap didn't obey his orders, but because of that, a kid which belonged to an unknown species felt he had to put his life on the line because one of his crew members wouldn't follow orders.

Rattrap was just as miffed, but for not all the right reasons. "Oh, yeah. So I get vaped because you're too chicken to go yourself?"

"I will not give an order I would not be willing to do myself. But I was capable of giving you better cover fire. You were not. And you almost put that boy's life in jeopardy,", Optimus answered. He dropped Rattrap in disgust. Rattrap rubbed his neck sullenly as they continued to walk with the rest of the group. "Well, I didn't ask da kid ta go in my place. Come on, what you shortin' about? We got outta there alive, didn't we?"

Optimus was surveying their path ahead and then spoke coldly, without looking back. "But injured. It will take time for our Beast Forms to effect internal repairs." Rattrap could only mutter in response to that, "Yeah, well, better you than me."

Justin couldn't help but overhear the conversation; he knew that the rat was getting a scolding. He couldn't blame Optimus for being very P.O.'ed at the moment. He had so many questions to ask these guys: Who were they? Where did they come from? Why were they here? How did they get here? How long have they been here?

Well, he wasn't just going to get anywhere by asking himself these questions to himself. So he decided to take a deep breath and just go for it. "Um, excuse me, Optimus sir?" Optimus turned to the boy he learned was named Justin and spoke in a warm tone, "Yes?"

"Um, can I ask you a few things? I mean, I'm pretty sure I should get some answers considering I nearly got shot at for no reason." Optimus knew that this was coming and wasn't capable of giving all the answers. "Well, I suppose you do have the right to know what you've gotten yourself into…", the other Maximals looked at their leader, and only Rattrap gave a look of disapproval. "We'll fill you in on everything back at our ship."

Justin looked surprised when he said the word, "Your ship?"

* * *

**Back at the Axelon**

"Justin Seyvont, Aelita, welcome to the Maximal Exploration ship: the Axelon"

Justin couldn't believe what he was seeing right now. A ship that looked like it was alien origin, which it probably was, and it was right behind his house 30 miles away from him and his town, high and deep in the mountains. From the look of it, the ship had to have been here for at least 100,000 years; maybe even more.

They entered through the two elevator shafts and were elevated to the bridge. As they went up, Aelita felt a strange moment of nostalgia; it was almost as if she had been on a vessel similar to this one. Justin was just as amazed as ever; here he was standing on a platform leading into an alien vessel and meeting it's very crew. As soon as everyone reached the deck, the two humans saw an amazing set of computers at the helm, and a main holo-projector desk device, but that's not what surprised him the most. What did surprise him were the two people near that desk.

"Alex?"

There Alex was, completely unharmed and standing next to what looked like a grownup version of Cheetor, except he was light green, white, had bright red eyes, and what looked like details of a white tiger for his Beast mode. This fellow Maximal was Tigertron in Robot Mode.

"Justin!"

The two boys ran towards each other and hugged each other. They were more than just friends, over the years their friendship became more like a sibling bond. After the hug, Alex got Justin in a headlock and gave a noogie beyond all noogies. "Where the heck were ya, Man? I woke up somewhere else in this place and came face-to-face with this guy!" He then stopped his noogie, but still had him in the headlock. "Luckily this guy was just a robot in disguise, 'course I wasn't afraid."

"Then why did you scream, 'Please don't eat Me. Please don't eat Me.' Over and over until I transformed?"

Alex then had a huge sweatdrop on the back of his head in embarrassment. He was about to make up an excuse, until he saw Aelita looking at them both confused and fascinated. Alex had a crazy idea, 'So this is what my "Main-Man Justin" was doing when we got split up.' He then got a devilish grin and looked at Justin with foxlike eyes. "So, J-Man, who's the cute babe?" Aelita blushed at Alex's comment. "Is she your girlfriend?" Justin's eyes bulged right out of his head and his face must have blushed every shade of red at Alex's question. The Maximals were watching this with amusement and thought it was cute that the boy was a little embarrassed. He had broken hold of the headlock and shouted, "She's not my girlfriend, Alex. She's a girl who's a friend. BUT. SHE. IS. NOT. MY. GIRLFRIEND!"

Alex just crossed his arms and looked at his friend still smiling, "You sure about that?"

"YES! Sheesh!" Justin said, "Besides, she came from this pod thing I found in one of the caves." Now Optimus and the other Maximals were hooked in when they heard him say "Pod". Optimus, now in robot mode, walked up to him, "What do you mean, pod? What did it look like?" Justin didn't know why Optimus wanted to know, but he gave the description of the pod: massive banks of computers, surrounded by a protective shell. But what really caught his interest was the last detail, "…and there was this eye, it kind of looked Egyptian, I think. But that's pretty much it." The Maximals couldn't believe it, the girl that Justin was accompanied, the human girl, was the very sacred artifact that Megatron stole. Now Optimus knew he had to tell Justin and his friend Alex everything.

"So what is this all about anyway?"

"Well, you might want to sit down; this could be a long story."

Optimus took a deep breath, and started from the beginning. "We're Maximals, Transformers; robots that can change our shape into a form that is incorporated into our structures, in this case, the forms of your world's animal life, whether alive or dead." Justin and Alex listened to awe as he went on and turned on a holo-projector show a metallic planet. "This is our home world, Cybertron. It's about 3.5 light-years from your calendar. It's a peaceful world, but it wasn't always like this. Millions of years ago, our ancestors, the Autobots had to fight against the Predacon's ancestors, the Decepticons to stop their goal to conquer the galaxy. This was known as the Great War and it lasted for countless eons."

"No one knows how the war ended, but what we do know is that the Maximals and Predacons have kept an uneasy alliance of peace for Cybertron for three centuries. Until the day that one Predacon named Megatron stole two of Cybertron's most carefully guarded artifacts: a golden disk and the Key. He and his crew fled to this planet with the use of Trans Warp technology. Luckily, me and my team were able to follow them and tried to stop them, but unfortunately both ships crashed here, lost the rest of our crew: 30 of them to be exact; they could be anywhere on the planet in similar pods that you found Aelita in. And now, awakened after 4 billion years, we're awake and trying to stop Megatron and his Predacon soldiers from taking the Energon from your world and destroy it, as well as the galaxy. "

Now that the history lesson was over, the two boys knew they had stepped in it, BIG TIME. Then Justin decided to ask him just two more questions, "Well, what exactly is the Key, and why were the Predacons after Aelita?" That caught Aelita's attention; if anyone could answer that question it was the Maximals.

Optimus was unsure of how to say it, but he had to say it sometime. "Because I think, no, I'm sure…that Aelita…is the Key." Aelita was a little surprised at that answer, but that would answer a few questions about her amnesia. Rhinox, being not only the chief mechanic, but also the most spiritual of the crew, decided to step in and explain, "As for what the Key is, it could be a number of many things: the ultimate power of the first Transformer, Primus, a powerful deity of Cybertron lore, or something more beyond our comprehension." Justin and Alex were really getting reeled in now. "But whatever it is, we now know that it is in the form of a human girl, and that Aelita is in danger of Megatron and the Predacons."

Justin just stepped up to the big guy and Optimus, "Well you can count on me; I'll help in anyway to make sure she's protected…"

"Whoa, kid! Ya ain't gonna be of use ta us in anyway 'cept for target practice for the Preds." Rattrap said stepping in. This kid didn't have the authority to be a Maximal, heck; he wasn't a Maximal at all.

Optimus stepped up and placed a hand on Justin's shoulder, "I'm afraid Rattrap's right Justin, we're the only ones who can stop the Predacons", he could tell the boy was a little disappointed, but he had to get his resolve firm, "besides, the last thing I want is to get you, your friends, and family involved." Justin sighed in defeat. He knew he was right, he couldn't let Alex or his sister get in the crossfire.

"Well, I don't suppose you could escort me and Alex to the outside of the cave?" Optimus shook his head with the request. "We'll come with you, just in case Megatron is still looking for you guys." He then turned to Aelita, "You stay here; it's much safer if you wait aboard the Axelon" Aelita just stood there for a moment and went to Justin, hugging his arm like she didn't want him to leave her. Optimus saw this and knew this wasn't going to be debatable to her. "Alright, you can see him off, but I'm afraid that's it. After this you can't see him or his friend again." Aelita was that close to tears as she heard that she would never see the boy that befriended her, "But I…" Justin put a hand on her shoulder and gave her a smile. "Don't worry; it's probably better this way." Justin was saying it but he wasn't thinking it. To him the Maixmals were the coolest guys he had ever met, and he and Alex could help in any way considering they knew more about Earth than they did. He also didn't want to leave Aelita; he just met her a while ago and he generally wanted to help her out.

* * *

**Outside**

The Maximals, now in beast form, were escorting Justin and Alex to their vehicle outside. They figured that the Predacons were still out there waiting for an ambush.

Cheetor ran ahead with Tigertron to scout ahead. The others were walking behind keeping an eye on the sides. Aelita was walking with Justin, holding his hand.

"Are you sure that you don't want to help them?" Justin looked at Aelita and didn't expect her to try and convince him or Alex to try and ask the Maximals for them to help. "I'd love to help more than anything, but it's like Optimus said, We'd both just get in the way of things."

Rhinox looked at the kids and back to Optimus, "Ya' know, those two boys might be of some great help, Optimus. They know more about this planet than our scanner satellites could gather." He then looked at how close Aelita was to the boy named Justin, "and Aelita trusts him more than she trusts us. It doesn't seem right to separate those two."

Optimus had to nod in defeat in this argument, but he also knew the danger the boys would be in. "I know, Rhinox, but for their safety and Aelita's, it would be best if the boys didn't come back." They were all headed for a bridge that was formed from the two sides of a canyon that Justin and Alex crossed, and on the other side next to the edge of the forest, was the Mountain Crawler.

Cheetor and Tigertron ran back to their leader to report. Cheetor spoke out first as he looked back to be sure, "I think we gave'em the fade, Optimus." Optimus was still on alert, "Keep your sensors on full. According to the Golden Disk and Key theft reports there were six Predacons. One of them was missing from the battle."

Alex then spoke out, "Whoa, wait a minute. Six? Justin told me there were seven Preds that attacked." Air-Razor explained that the Predacons also stole two of their stasis pods when they weren't looking. Justin and Alex later learned that when some transformers are in stasis pods, they become protoforms, in this state they are susceptible to being either Maximal or Predacon; depending on the program they are given. They couldn't believe that the Predacons would do that. But then everyone was asking the same question, what happened to the original Predacon that was missing.

Rattrap was the first to make a suggestion, "Maybe he was destroyed in th' crash." It could have been possible, but Rhinox brought up the contrary as they neared the bridge. "Nah. That kinda luck we haven't been getting' a lot of, lately."

Cheetor was the first to react, "Tell me about it. Look!"

As they reached the bridge, they saw a brown Velociraptor standing menacingly in the center of the stone bridge. They all come to a stop with Optimus walking to the front.

Rhinox walked up next to his leader and friend, "Should we blast him?" Optimus walked up a little slower, "Keep that option open, but hang on."

The raptor spoke up as well, facing them in a challenging pose, "Attention Maximals! My name is Dinobot. I have left the Predacons to join your group - as leader."

This got the Maximals attention pretty good as well as the humans. Cheetor was the first to express his reaction, "What? Did I hear the word leader?" Rhinox was the second, "This guy's got bearings of chrome steel."

Dinobot and Optimus were nearly face-to-face but only by five feet away from each other. Dinobot raised his claws challengingly, "I hereby challenge you, Optimus Primal, to a one-on-one battle. The winner shall lead the Maximals..."

Optimus gave him a look that he didn't approve of this. "And the loser?"

"Well, for the Loser. . ."

Dinobot nudged his head down to the canyon and Optimus looked. It was very steep; if anyone ever fell in there they would be scraped beyond repair. "Well, it is a long way down.", Dinobot said with a nasty snicker.

Justin was worried about this. Alex had whispered that this guy might not be a pushover like the Predacons Justin described. Aelita was holding on to Justin's jacket arm really tightly; he knew that she was really frightened by this "Dinobot". Alex whispered quietly enough to let Justin hear him, "Do ya think Optimus can take this Dino-Turkey out?"

"I hope so, for all of us.", Justin said as he and the others were going to watch the fight that might determine who would get the leadership of the Maximals.

* * *

**Next Chapter: Beast Wars part 5**

**Dinobot and Optimus Primal duke it out for Leadership of the Maximals. However, they'll have to call it a draw and put aside their differences for the battle to determine the fate of the small town of Antigo. Will the Maximals beat the Predacons to the Energon? Will Justin and Alex be accepted into the Maximals?**


	5. Beast Wars pt5

**Beast Wars**

* * *

**Chapter 5: Beast Wars part 5

* * *

**

Optimus and Dinobot were staring each other down until Optimus spoke out, "Look, I don't want to fight you, Dinobot; this is meaningless." Dinobot snarled, "You do not have a choice. If you wish to cross this bridge, you will have to face me in combat for Leadership."

Before anything happened, the other Maximals showed their concern. Air-Razor was the first to speak out, "Don't we have a say in this." Rattrap just tugged on her feathers to get her attention, "Let Choppa'-Face and da' Boss Monkey Duke it, no fur off of my tail." Cheetor growled in anger, "Rrowl! Hey Scale-Belly! How's about you try a shot at the bad kitty, here!"

Optimus looked back at the others and shot his hand out to stop them from doing something that could get them slagged. "Cool your circuits everyone, I wouldn't send anyone to do anything I wouldn't be willing to do myself."

Rattrap muttered, "Oh Great, now he saz' that."

Optimus ignored the rat and returned his attention to Dinobot, returning to the argument. "This is ridiculous Dinobot, we're Maximals. You are a Predacon." Dinobot responded to this, "All the more reason for me to lead then, Optimus Primal."

"Look, I don't know what happened between you and Megatron…"

"Megatron! Megatron will fall once I take command of your fellow Maximals."

"You're welcomed to join us as a Maximal, Dinobot. But YOU, shall not lead."

Dinobot just snickered, "I beg to differ, for in anticipation of your demise and my new role, I have already changed my activation code. Dinobot, MAXIMIZE" He transformed and then got into a battle position with his sword and Rotating Tail Blade.

Optimus knew that this wasn't debatable anymore so he transformed into robot mode and pulled out two advanced scimitars. He was about to fight, but then he remembered Justin, Alex, and Aelita; this fight involved him and his crew, but not them. Before Dinobot made the first move, Optimus lowered his swords, "At least let the human kids go; they have no part in any of this." Dinobot squinted his eyes and let out a snicker, "Do you take me for a fool, Primal?" He then pointed his sword at the trio, "I know what she is, and I know that if you think I will release her into the custody of these humans, then you are MISTAKEN!" He readied to charge at the Maximal leader.

Cheetor couldn't take it, letting Optimus face this Pred alone. "I'm going in! Cheetor, MAXI. . ." Before he could finish, Rattrap clamped his mouth closed. "Cool it, Kitty. Nailin' da' Choppa' from behind won't solve anythin'." Cheetor knew he was right, but he still didn't like it. Tigertron growled, "But we cannot just sit here and watch our leader fight the enemy alone." Rhinox butted in, "Well, like it or not we've got to let them finish." All they could do now was sit and watch them both fight.

Dinobot lunged in for the kill, but Optimus ducked and threw him over. He crashed on the other side of Optimus but immediately got back up. He flipped then jumped high in the air and was falling towards Optimus at tremendous speed. He dropped kicked Optimus, making him lose his footing and fall on his knees. After he regained his balance, he saw Dinobot about to thrust-stab him. But before he could do so, Optimus beat him to it by slugging him hard in the faceplate. Dinobot's eyes were spinning from the impact and he fell down face first, still holding on to his sword.

As Dinobot tried to get up, he saw Optimus Primal lowering his sword to his face. He waited for the finishing blow, but it never came. "I still live, finish it, Primal." Optimus put away one of his swords and extended it for Dinobot, showing him mercy. "That's not how we Maximals do things." Justin and Alex saw this and Justin was amazed that he was willing to let Dinobot stay alive. Dinobot turned his head in the other direction, and his eyes began to go from red, to glowing green. "Then that, will have to CHANGE!" Dinobot shot his head up and fired two optic blasts straight at Optimus's face. He yelled in pain, clutching his face as he was stumbling towards the edge of the bridge. As Optimus regained his vision, he lost balance and fell. In a quick move, he hooked himself to the side with his lower legs. Then Dinobot moved in, pointing his sword straight at Optimus. The Maximals lowered their heads in defeat. Alex shouted out 'Dirty Fighter' towards Dinobot, Aelita covered her face with her hands, not wanting to watch. All Justin could do was watch. Then by some strange twist of fate, Dinobot helped Optimus up and back on the bridge.

Optimus and the Maximals, as well as the humans, were stunned by this. Justin thought, 'Why? He could have won by pushing Optimus over, but he saved him.' Optimus was wondering the same thing. "What are you doing? You would have won." Dinobot just sighed and grunted, "You slipped. To defeat you in such a manner is lacking in the honor of a warrior. If I had won just like that, I would not have earned the right to lead." Justin and Optimus's view of this guy began to change; they were starting to doubt that he was a Predacon.

But that changed to what Dinobot said. "Besides, I prefer to finish my opponents the old fashion way…" His sword blade sparked with energy and the blades began to spin faster.

"BRUTALLY!"

He and Optimus began blocking each other's swings and thrusts. Justin was surveying the whole duel from what he could deduce; Optimus was gaining some momentum, but Dinobot was a tougher fighter than he looked. After what looked like Dinobot about to swipe the fatal blow, Optimus was able to lock their blades together as they stared each other down, not backing down or holding back. Optimus was the first to break the silence, "You know, for a Predacon, Dinobot, you have qualities I could like." Dinobot half smirked at this, "and you have proved to be a worthy adversary…for a Maximal. I will recycle you with full honors!"

"Well, that's just Prime!" They both continued to stare each other down, unaware that the real enemy was nearby.

On a Cliff near the Bridge 

Megatron and his Predacons had gotten out of the cave, in search of the Maximals. They had searched only until Megatron found Optimus fighting against the traitor Dinobot. He thought to himself, 'He must have snuck back to base and used our Warp Gate and coordinates to get here so quickly.' He smiled; knowing at the sight the two were fighting on would be an excellent chance to scrap them both.

"Well this is a unexpected sight. Yess; Optimus and the traitor Dinobot engaged in battle." Scorponok and the others glance at the duel. "Who do you think is going to win, Megatron?" "Oh, Wazpinator bet on Optimuz." The wasp buzzed. Tarantulas just laughed and spoke his opinion, "The winner isn't what interests me whatsoever." Megatron couldn't say no to that, "Nor Me. Noo", he then smiled as a twisted idea came to his demonic brain, "How much more preferable if they both lost? Yess."

"Predacons, TERRORIZE"

The Predacons had all transformed into robot mode and prepared to fire on the two combatants.

* * *

**Back at the Bridge**

* * *

Everyone was completely oblivious to the Predacons until Rattrap shouted, "Yo heads up! Shift ya scanners due East there pals! This party's got big time crashers!" Everyone looked to the east and saw the Predacons fire straight at Optimus and Dinobot. Before anyone could act to save them both, Optimus reverted to Beast Mode, grabbed Dinobot and leapt over the side. 

"OPTIMUS!", Cheetor shouted. Everyone looked down not able to see the two. They all lowered their heads in the loss of their leader and friend. Aelita was the first to hear the voice.

"If you guys aren't doing anything…" she immediately, along with everyone else, shot their sight at the edge of the bridge, where Optimus was hanging onto the bridge with his foot while still holding onto Dinobot, amidst the gun fire. "A little speed would be Prime."

The Predacons continued to fire relentlessly. "Make them fall. Yess", Megatron said almost about to taste victory. Suddenly Aelita ran across the bridge and stood there like she was a target with her arms stretching out. Justin and everyone else were shouting for her to come back.

Megatron saw this and knew that he couldn't fire now, not while she was on the bridge, "Predacons, Cease fire! Now! You'll hit the Key!" All the Predacons ceased shooting at the targets. Megatron knew he couldn't risk losing the Key like this.

Optimus looked up and saw Aelita, just standing there; being an easy target for the Predacons. "Aelita, what are you doing? Go back to the others, now!" Aelita stayed where she was, "I won't move. I know how important I am to you and everyone else, but I also know that Megatron won't try anything too risky, like destroying me. " Optimus looked at her surprised, "Besides, this is the only way I know how to help and not be a burden to Justin and you." Optimus was starting to understand what she was thinking now; she wanted to help just like Justin and Alex. Dinobot couldn't believe that this girl would risk her life just to protect the two of them. That carried much honor.

All Justin could do was watch as he saw Aelita run towards the two and stand there. He felt useless now and wanted to run and shield her. Then Cheetor shouted out, "Let's go everyone, MAXIMIZE!" They couldn't leave the three out there unprotected and he didn't know how long until they decided to fire again. All the Maximals transformed into Robot Mode, except for Rattrap; he was being as stubborn as ever. Rhinox tapped his friend on the head to get him to cooperate, "Hey, Hey, Hey! You guys can get yerselves scraped, cause I ain't…" before he could finish, Rhinox picked him up by the back of his neck fur and he and Tigertron shot him a glare, saying 'DO IT!' "Awright, Awright.", Rattrap said in a squeaky voice.

Optimus was doing what he could to pull them back up, until Dinobot began to spark uncontrollably. He grunted in pain. "The Energon Fields. Argh! I'm shorting out." Optimus knew this wasn't good. "Hang in there, Dinobot! You can't transform in this position!". Dinobot knew this, but didn't care; if one of them was going to survive, it should be the one who had a better chance.

"Release me! Let me fall, and save yourself!"

"Now where's the honor in that!", Optimus said straining from holding on to both the cliff and the ex-Predacon. He was losing his grip, and they were about to fall over. Until a huge green four-fingered hand grabbed Optimus in time. Aelita looked behind her and saw their rescuer, "Rhinox!" He smiled at her as he hoisted Optimus and Dinobot upward, "Going Up!" Air-Razor helped by picking up Dinobot by the back armor and set him down on the bridge to allow him the chance to go into Beast Mode.

* * *

**Back to the Predacons**

* * *

Megatron was seething with rage; he had the Maximals in range of fire, but he couldn't thanks to the Key's interference. He was so enraged that he didn't notice Inferno flying out there and preparing to fire until it was too late. "For the Glory of the Royalty! HAHAHAHAHA!" He began to fire erratically towards the bridge. Megatron stared in disbelief at the Flyer's insane mentality. Some of the shots hit the target as the bridge began to crumble. 

"Everyone, head to the other side!", Tigertron shouted. Everyone started to run towards the other end that led to the forest. The bridge was beginning to fall behind them, and Rattrap was the one behind them. Everyone made it to the other side, but Rattrap barely had a chance to keep up. He was about to fall with the rest of the debris, until Optimus grabbed him in time and lifted him over to the side. He kneeled a bit for some air and Optimus looked at him, "You're Welcome." Rattrap looked up at him half exhausted and said, "You're the leader, it's your job." Optimus just had to give him a half smile at that, while everyone else, except Dinobot, either smiled or laughed.

Megatron grabbed Inferno with his T-Rex head hand and was almost crushing him to death. "You incompetent imbecile! Do you have any idea what you nearly did!" Before he could snap off Inferno's useless head off, Scorponok interrupted by shouting, "Megatron! Look! The missiles!" They all turned their attention to a few of Inferno's rounds that missed them by a mile. They struck a mountainside, completely destroying it. What they saw brightened Megatron's moods: large crystals growing in the mountain humming with energy.

"Energon!", Megatron nearly whispered. "Raw, natural Energon crystals. Yess, I knew they were here."

As he was gleaming with joy, every Predacon was shorting out, including Megatron. "Agrh! Quickly return to Beast Mode", he commanded. They all changed back and began to walk towards the mountain.

Optimus and the other Maximals returned to Beast mode, including Dinobot. Optimus gazed at the massive Energon crystals. "Raw Energon, in its natural crystallized form." Justin looked at the gorilla puzzled. "Energon, Optimus?"

"Yes, it's an abundant crystal that we grow on our world; on Cybertron, it's the most powerful source of energy. The one army that has the most Energon, is the side that will win the war." He looked back at the crystals. "We were lucky the missiles didn't cause the Energon to explode." Rhinox looked back at Optimus and said, "If you can it 'Lucky'."

Cheetor was the first to break the silence, "Rrowl, hey check it, Big-bot!" He used his enhanced optics to see that the Predacons were heading in the direction of the mountain housing the Energon crystals. Dinobot was the first to speak out the situation, "He's after the Energon. A crystal that size, would make him unstoppable." Everyone stopped to hear that, and they were all terrified at the thought of that madbot getting that much power. Rattrap however, was not that fazed, "Oh, danks' dere' for givin' us that lil' info. Rhinox. Scrap this guy." Everyone watched as Rhinox was about to rear the raptor with his mighty horn until Optimus stopped him. "Will he send Flyers?", he asked Dinobot.

Rattrap was just stunned; his leader was asking a Predacon for help. "Oh, for bootin' up coal, ya ain't gonna ask help from a Predacon are ya?" Optimus gave the rat a stern look until he answered, "That's my call.", and he looked back at Dinobot and asked again, "Will he?"

"Negative. The crystal is too heavy for the Flyers to carry. Only Tarantulas has the tools and skill to segment it."

Optimus hardened his resolve, "Then we've got to get there first and stop him. All _seven_ of us." Rattrap then rubbed it in to Dinobot that he wasn't coming along, "Heh, heh, Yeah! Ya hear that, all seven of…" he then realized the sudden truth, "Aye wait! Ya mean, Choppa-Face is comin' with….We're all gonna die." Optimus then walked towards Justin and placed his hands on his shoulders and looked him in the eye. "Justin, I know I have no right to ask you for a favor, but you and Alex are the only ones I can trust to do this." Justin was confused but could understand that whatever he was asking of him and Alex was serious.

"I want you to guard and take good care of Aelita."

Justin was stunned at this request. He asked the Maximal why he would trust two humans with such a heavy responsibility. He replied, "If we don't make it from this battle against Megatron, I want you to try and keep her hidden, understand?" Justin was hesitant; he knew that these guys would beat Megatron, but he also knew that the Energon would cause for a disadvantage for they would have to fight in Beast Mode. He also knew that would mean Megatron would have an advantage seeing that he was a T-Rex and Optimus was a Gorilla. He wanted to protest, but he had to do it, for the Maximals, but mostly for Aelita.

"You got it."

* * *

**Later

* * *

**

After going their separate paths, and with slowing down a little for Rattrap, they were nearing their destination. The Maximals were walking as fast as they could, not wanting to attract any unwanted attention: Human or Predacon alike. They had to get there before Tarantulas could get the chance to segment the crystal. Rhinox was the one to break the silence, "You know, your flying robot mode might be able to get to the Crystal first." Optimus knew that, but didn't want to risk it. "No, that's not an option. The last thing we need to do is split up before we even know our surroundings."

He looked around, keeping an eye for the Predacons, "And there might be other surprises waiting for us here." Just then, as if on cue, Terrorsaur and Waspinator came out of nowhere and began to fire against the Maximals. They had missed, thankfully, but they were not finished yet. Optimus gave the order for the others to transform and prepare for a counter attack. Optimus and Air-Razor went to flight mode and took off to counter attack. The Predacon flyers were blasting them with everything they had, but to no avail. Air-Razor provided the cover fire, while Optimus delivered the finishing blow; a homing missile. It flew towards the Preds and behind them, detonated, sending them almost crashing into the mountains.

Dinobot saw them recover themselves and started to fly away. He wasn't going to let them get away that easily. "Now! While they are Weak! FINISH THEM OFF!"

He began to fire his optic blasts at the bug and dinobird, unaware that he hit a stalactite right above where Rhinox and Tigertron were standing. They immediately looked up as the stone cone came falling down on top of them, and jumped out of the way. The others were relieved that those two ducked in time, but Rattrap was a little peeved. He walked up to the ex-Predacon; the Maximal now figured this guy was a spy for Megatron, just waiting to strike.

"I knew it ya' traitor, ya' tried ta' slag my Pals!" He tackled him to the ground without a moment's hesitation. Dinobot shook his head to shake away the dizziness, only to see that Rattrap was pointing his blaster in his face. "Once a Pred, always a Pred.", the ratbot said as he was about to pull the trigger, until Air-Razor, who came back with Optimus, grabbed his arm holding the gun away from Dinobot.

"Rattrap, don't. It was an accident!" Rattrap looked at the Fembot like she lost her mind or something. "Yeah right, dat's somethin' da boss monkey wud' say." And just as if on cue, Optimus brushed aside from Air-Razor as she was helping Dinobot up, and got right into his face with a look that would scare anyone. "That right, Rattrap! Says ME! You want to question my orders. ONE. MORE. TIME!"

Rattrap was about to say something in response, but didn't considering the situation. He sighed and just muttered, "Eh, I don't trust Predacons." Dinobot glared right at him, and Rattrap did vice versa. Optimus knew those two were not going to get along at all, but didn't have the time. Megatron probably sent those two flyers to slow them down. He knew that they had to hurry.

"Listen up, Maximals! We've got to hoof it if we're going to beat Megatron to those Crystals!" They all reverted to Beast Mode and sped on through, not even aware that they would have back-up help.

Megatron and his Predacons had nearly reached the Crystals. Megatron could only almost drool in Beast Mode, "So much Energon. Ah, I can almost taste their power." Tarantulas, however, was not as ignorant of the current situation. "You do realize that we'll have to remain in Beast Mode, and That Optimus and his Maximals are COMING THIS WAY!" Megatron just shook his head, and just looked ahead, "Yes, I know that. But I also know that they will have to remain in Beast Mode too." He then grinned a toothy grin. "But we'll be ready for them, once we reach the Energon. But leave Optimus Primal to me. Yess."

* * *

**The Energon** **Mountain

* * *

**

The Maximals had reached their destination, the mountain containing the massive Energon crystals. As they reached to the edge of the cliff where the crystals were, Optimus stared at their beauty. Unfortunately, there was one tiny blemish that made the place unpleasant…Megatron. They saw him jump out of nowhere and roared, following behind him were his loyal Predacons. As they all got up in there, they saw they where evenly numbered now. Megatron was the first to speak up, "So it has finally come down to this. Across the galaxy. Through space and time. Face to Face. Tooth to Claw. Yess. Have you anything to say?" Optimus gave him a deadpan look, "I say that's Prime." He then roared, "LET'S DO IT!"

Immediately both sides charged at each other until they finally crashed. Both sides were duking it out; some winning, some losing, others were continuing to fight. The leaders however were still fighting it out. Megatron tried to swat Primal with his tail, but Optimus jumped in time and as the purple T-Rex was about to bite him, Optimus gave him a good punch to the left side of his face. Megatron was a little disoriented from that last move, but recovered long enough to tackle the gorilla and nearly bit off his face only to have Optimus pushing back with all his gorilla might against the Predacon's. Megatron gritted while trying to overpower his opponent, "Admit Defeat, Maximal. The Energon shall be ours."

"Not if I can help it!"

The Maximal then tossed the Predacon leader into a wall where his head got stuck. Optimus then got back up, "Surrender Megatron, you're finished!" Through the wall, he could hear Megatron's voice echo, "No! You'll not defeat me!" He then broke through the wall and rammed Optimus on the other side of the mountain wall. He then bit Optimus' left leg, and continued as Optimus howled at the pain. The other Maximals were aware of this, but they too had problems of their own. Megatron was about to finish him off, until he felt himself being pulled away by some unknown force. He turned around and saw Dinobot in Robot Mode, risking the Energon Field Exposure, pulling at his tail. He then began to spin him around and around, until he threw him into a wall, seriously hurting him.

Dinobot returned to Beast Mode and went to help Optimus up. "It's over, Megatron!", Optimus said as he tried to ignore the pain in his leg, now showing wires and metal. Megatron quickly got back up and was looking even more P.O.ed than before. "IT IS NEVER OVER! NOOO!" He immediately transformed into Robot Mode and pointed out his tail Missile Launcher at the Maximal and the Traitor. Ignoring the Energon he shouted while gritting his teeth, "For if I..must die…I shall take you all…with me!"

But before he could fire, he heard a roaring sound as did everyone else. This wasn't the roar you heard from an animal, this was the roar of an engine. Suddenly, from the same place the Maximals came in, the Mountain Crawler flew out and landed on the ground speeding towards Megatron, with Justin in the Driver's seat. The speed was so immense, the Crawler slammed Megatron into the wall behind him, smashing him like a sandwich in between the Crawler and some Energon that were directly behind Megatron as he bellowed in pain and in frustration because he couldn't budge his way out. The impact had caused the Energon to vibrate violently, and the Transformers knew that crash caused a chain reaction. Rhinox was the first to shout it, "It's gonna blow. Run for it!" The Predacons all bailed leaving their unconscious leader behind. Optimus however, grabbed onto Justin, who was also unconscious, and the Maximals immediately bailed as the Energon shook even more. Megatron suddenly woke up, only to be caught in the explosion of the Energon, as well as the Crawler.

"NNNNNNNNOOOOOOOOOOOOOOOOOOOOO!"

The mountain exploded with tremendous force. It looked like the 4th of July as the explosion was a multi-colored cloud of tiny Energon particles.

The people of Antigo saw the explosion and were wondering what that thing was. Back at the Seyvont Junkyard, and at the Seyvont residence, which looked pretty good considering it was in front of a junkyard. In the backyard, a woman in her twenties was staring at the explosion cloud. She was Rachel Seyvont, Justin's older sister and legal guardian. She had slightly pale skin, flowing black hair, and a well-toned figure for a woman her age. She was wearing slippers and a bathrobe; she was currently sleeping until she heard the explosion. She remembered her brother had taken his friend to go to the mountains; testing their new Dune Buggy thingy. She thought, "Oh God, please don't let my brother be near that."

* * *

**Back near the Mountain

* * *

**

Justin was coming two again, and he saw the Maximals, all in Beast Form, and saw Alex with Aelita all teary-eyed. Aelita immediately ran over and glomped Justin as soon as he got up; everyone, except Dinobot laughed at the scene. As soon as Justin and Aelita got up, Optimus walked over to Justin and shook his hand, "Thanks for your help, and I'm sorry about your machine." Justin just shrugged it off, "Aw, don't sweat it. Alex and I can build another one." Optimus then spoke out, "Nevertheless you were willing to risk your life to help us." Alex then butted in, "Hey man! I helped too ya know. If it wasn't for me, the Master of Getting Lost here wouldn't have found you guys in time!" Optimus chuckled at the boys outburst, "Heh, heh, of course you two, Alex. That's why I've decided that you two can be of a bigger help to us…as the first of the Human race to be welcomed as Maximals." The two boys were surprised and overjoyed that they were welcomed into their group. Aelita was overjoyed that she hugged both Justin and Alex, knowing that they wouldn't be separated.

Rattrap just had to break the mood by saying, "Yeah well I don't tink that's necessary Boss Monkey. Cause the Preds are all beatin' and the Energon's destroyed. So it's over!", he then whined, "Can we go home now?" Optimus gave the rat a look and said, "No Rattrap. Our ship is beyond getting out of here, the Predacons are still out there as well as Megatron, and there is still more Energon. If they can get enough or get Aelita, either way they'll not only conquer this world, but the entire galaxy. It's up to all of us to stop them."

He then looked at everyone and looked beyond the mountains. Out there was a whole world unaware of what was happening, and probably wouldn't stay that way for long. Optimus finally spoke, "So let the battle be here on this strange, new world. And let this war be called…uh." Optimus was stumped on what to call it. Alex walked over to the big ape and whispered something in his ear. Everyone just stared in puzzlement as to what Alex said. Optimus shot his right fist into the air and said…

"Beast Wars!"

* * *

**Next Chapter: Introductions and Explanations**


	6. Roll Call

**Beast Wars

* * *

****Roll Call

* * *

**

Before I continue with the story, I just wanted to give you the roll call for both Maximals and Predacons. You know, just to show you who's going to be in it. The characters with the sign are characters I made up. You can find everyone else on enjoy….

* * *

**Maximals:**

Optimus Primal: (Silver-back Gorilla) Normal, Transmetal, Transmetal-2

Cheetor: (Cheetah) normal, Transmetal, Transmetal-2

Rattrap: (Rat) normal, Transmetal

Rhinox: (Rhino) Normal, Transmetal

Tigertron: (White Tiger) normal, then transformed into Tigerhawk

Air-Razor: (Hawk) normal, Transmetal

Dinobot: (Velociraptor) normal, dies, gets cloned into a Transmetal-2 and turned Pred

Blackarachnia: (Black Widow Spider) later on, Transmetal-2

Grizzly-1(Grizzly Bear)

Bonecrusher (Buffalo)

Foxfire (Fox)

Razorbeast (wild Boar)

Snarl(Tasmanian Devil)

Grimlock (Carnotaur)

Cybershark (HammerHead, later on Great White): Normal, Transmetal-2

Claw Jaw (Squid)

Wolffang (Wolf)

Silverbolt (Wolf+Falcon): Fuzor

Torca (Elephant+Orca): Fuzor

JawBreaker (Hyena): Transmetal-2

Prowl (Owl): Transmetal-2

Sonar (Bat): Transmetal-2

Night-Glider (Flying Squirrel)

Depth Charge (Manta Ray): Transmetal

Tigerhawk: Transmetal-2

* * *

**Predacons:**

Megatron: (T-Rex, later on Dragon) Normal, Transmetal, Transmetal-2

Scorpinok: (Scorpion)

Terrorsaur: (Pterodactyl) Normal, Transmetal

Waspinator: (Wasp), normal, Transmetal

Tarantulas: (Tarantula) Normal, Transmetal

Blackarachnia: (Black Widow Spider)

Inferno: (Fire Ant)

Iguanus: (Frilled Lizard) Normal, Transmetal-2

Insecticon: (Beetle) Normal

Drill-Bit: (Weevil)

Powerpinch: (Earwig)

Retrax: (Piddlebug)

Nightscream: (Vampire bat), normal, transmetal

Manterror: (Mantis) Normal

Snapper: (Snapping Turtle)

Razorclaw: (Fiddler Crab)

Spittor: (Tree Frog) Normal, Transmetal-2

Shadow Panther: (Panther)

Transquito: (Mosquito)

Quickstrike: (Scorpion+Cobra) Fuzor

Skyshadow: (Iguana+Dragonfly) Fuzor

Scavenger: (Soldier Ant) Transmetal

Rampage: (King Crab) Transmetal

Dinobot2-Transmetal-2

Scarem: Transmetal-2

* * *

**Oh, and be sure to check in on my other Fanfic, One Piece Remix. See ya!**


	7. Introductions and Explanations

**Beast Wars**

* * *

**Chapter 6: Introductions and Explanations

* * *

**

The Maximals and the teenaged trio had reached the place to where the stone bridge used to be now. After the fight, they decided to head back to base to figure out what to do next. Unfortunately, they also remembered what happened when Inferno attacked with his blaster. It completely destroyed it, leaving no way to get to the cave to where the Axelon rested. Optimus looked around to find anyway to get there, but to no avail. Air-Razor came back from her reconnaissance to report, "Sorry Big-bot, there are no other passages to it, at least none that are close." Rhinox butted in, "And don't forget, you and Air-Razor still need time for your internal repairs to finish."

Optimus nodded and turned to the others. "Well Maximals, we're in a tight fix. Without a bridge to get us to the other side there's no way we can get back to the base." All the Maximals were mumbling to each other. Justin was trying to think of some way to help them, but nothing came. If they couldn't find a way to get back to base, not only couldn't the Maximals find a safe place to stay, but neither could Aelita. Just then, Alex tapped Justin on the shoulder and he was giving him his full attention. "What, Alex?" "Dude, don't we have something that might help them!" Justin gave him a puzzled look. Alex just slapped himself in the face and brought Justin closer to whisper in his ear. Aelita got in closer to listen as well.

"We've got 'building materials', man."

Justin was trying to figure out what he meant by it, and suddenly it came to him. "I like to whisper too, Justin. What are we whispering about?" They both turned to Aelita, who was leaning on to Justin. Of course, this got Justin blushing madly seeing as how she was leaning onto him and she was only wearing a silk cloth wrapped around her. Justin pulled back as he tried to stop blushing madly, and he also saw Cheetor and Rattrap watching the whole thing and smiling at it.

Justin would have to clear that up later, but in the meantime, had to tell Optimus. "Optimus!" The Maximal leader turned to face Justin. "What is it, Justin." Justin smiled at the gorilla, "I think that Alex and I may have a solution to all of our problems." Optimus and the others looked confused, until Justin told them to follow him to where they needed to go.

* * *

**Thirty-Five Minutes Later**

**At the Seyvont Junkyard

* * *

**

Justin and Alex led the Maximals to the Junkyard; all the Maximals, including Dinobot, were amazed to see so much technological devices in one place. He could see that the only one who was drooling was Rattrap, which was no surprise. "Ohh man, you mean ta' tell us dat' your famly' gets paid to collect and dump di' stuff?" Justin nodded, "Yep. So take as much as you need." Everyone transformed into robot mode, jumped on in, and forged around to find some stuff that would be of some use. Rhinox was with Optimus surveying the junk piles when Rhinox spoke up, "You know, there might be enough material to construct a new bridge, Optimus. As well as to repair a few things on the Axelon."

"My thoughts exactly, Rhinox. I think it was a good coincidence that we ran into Justin and his friend."

Justin and Alex watched as everyone was looking around for something. Aelita was standing next to them as Dinobot was walking towards them. Justin was a little unsure of Optimus' decision to allow an ex-Predacon to become a Maximal, Alex wasn't even sure if trusting the Turkey-Ancestor was a good idea, and Aelita was a little scared at first, but warmed up a little. They saw him looking towards Rattrap, who had taken an old shopping cart and was loading as much as he could. Dinobot snarled, "Look at that Vermin. One minute he chatters on, and the next minute he becomes some sort of excited pack rat." Justin could only smile at that response, "Yeah, he's like a kid Christmas shopping." Dinobot was confused when he said that.

"Christmas?", both Aelita and Dinobot asked.

"Wait, you don't know what Christmas is?" Alex placed a hand on Dinobot's shoulder, "Dino-dude, we seriously have got to teach y'all everything around here." Dinobot brushed the boy's hand off and walked away, unaware that he slipped and fell on an old Stanza, causing the horn to go off. This caught everyone's attention as they rushed on over to find Dinobot confused as from what to do. Rhinox jumped and sat on the hood; it only muffled the sound. So he got up and he and Dinobot tried punching it to silence up.

Cheetor was the first to see that the house nearby hand its lights turned on. "Heads up, fellow bots; looks like we're going to have company." Justin then paled at that; the last thing he needed was his sister finding out about his new friends. "Alright everyone, stand back!", Optimus said as he lifted the car and threw it far near the forest. It disappeared, making a crashing sound.

But it was too late as they saw someone heading for the back door. Justin spoke out, "you guys have got to hide. I don't know what's going to happen if my sister finds you guys." Optimus nodded, "Maximals, convert to beast mode and hide." They did so and hid behind something very fast.

Justin and Alex ran to the back door with Aelita in tow and prepared for the unexpected; Justin's sister.

"Alright who's out there!", she yelled as she had a crowbar in hand. She looked around, only to find her brother and his friend standing there out of breath. She sighed in relief, knowing it was just them and not thieves. "Well, well if it isn't the Dynamic Duo.", she looked behind them to see a blue haired girl wearing a cloth, "So, who's your friend" the boys turned around to find her behind them being shy as always.

She smiled, even though she didn't know the girl, and went past the boys to lead her in. "What's your name, sweetie?" Aelita blushed and answered, "A-Aelita, m-m-mam'." Rachel couldn't help but smile and laugh; this girl was as shy as Justin was when he was making friends.

"Well come on in. I'll make you something warm to drink."

* * *

**Inside

* * *

**

Everyone was sitting in the Living room, drinking cocoa. Justin and Aelita were sitting on a couch while Rachel and Alex were sitting in recliner chairs, and they were sitting around a coffee table. Rachel asked her little brother where the girl came from and he and Alex had to come up with a pretty plausible story. They both told that they found her near the mountain river near what looked like a wreckage of a plane. Rachel then asked, "Wait! Did this plane look like it crashed recently?" They both shook their heads in this response. She then remembered the strange explosion that happened in the mountains, 'So that's what that was.' She looked at the girl and felt sorry for her; she must have been the only survivor.

Aelita was looking around the room and saw on the coffee table a picture. She looked at it and saw a man with black hair standing behind a teenaged girl with the same hair color. Next to them was a woman with flowing brown hair holding a three year old boy with the exact hair color as well. Rachel saw her looking at the picture and said, "Those are our parents, Aelita." Aelita and the boys were a little surprised as she said that. "I-I'm sorry.", Aelita spoke out shyly. Rachel just let it aside, "Ah, that's all right. You have a right to know. You can tell I take after our mother, even though I've got my dad's hair."

Aelita just smiled and asked, "So where are they now?" That question brought the whole room silent. Rachel and Alex looked a little depressed while Justin lowered his head in response to that question. Aelita had wondered if she had said something wrong. Rachel was the one to speak out,

"They're dead. They passed away five years ago."

Aelita was shocked to hear that. She had no idea and now she had been so inconsiderate of such a thing. Rachel told her that both of them had died in a car crash while they were on their way from an anniversary. Rachel had to graduate early in order to become Justin's legal guardian. She explained that Justin took it the hardest when they died. Aelita looked at Justin, who still had his head down, and she could tell that he was still taking it hard. She scooted over to him and hugged him, probably to show him that it was alright to be hurting now or that he wasn't alone.

Rachel looked at this and decided to have some fun, but mostly to get Justin to snap out of it. She gave a cat-like smile and said, "So to get off the gloomy subject, Justin, just how far did you and your little friend there go?" Justin immediately bolted up and looked a little embarrassed. "Sis! I just met her and we're only friends!" Rachel and Alex laughed uncontrollably until Rachel said, "I meant how far did you and Alex go on the Mountain Crawler, you goof-head." Justin and Aelita were blushing madly and steam coming out of their ears in embarrassment. They were going to say something but they were all deterred by a noise coming outside.

"Did you all hear that? Stay here.", Rachel said as she picked up her crowbar. The three teens were about to protest but she was already out the door. They all looked worried, hoping that she wouldn't find what they thought she would find.

* * *

**Outside

* * *

**

Rachel went in further through the scrap yard, looking for the one who made that noise. She heard rustling from behind her and looked around; nothing. So she decided it was probably some rats looking for some lunch. When she walked towards her house, she had stepped on some lumpy hose and heard a scream with a few scatting sounds after it. She looked down and saw the biggest rat you've ever seen. She jumped back with her crowbar at the ready, but not prepared for what was going to happen next.

The rat took its tail, cradling it, and to Rachel's surprise, it spoke. "Hey, Lady, watch where ya's steppin'!"

She screamed at the rat when she heard it spoke, unaware that she bumped into something else. She turned around sharply to come face-to-face with a brown and light brown velociraptor. And to her surprise, it also spoke out, "Watch where you're running into, woman." She screamed and whacked the raptor a couple of times. Justin ran up there when he heard all the screaming; when he got there he saw Rachel whacking the living daylights out of Dinobot. "Sis, wait! He's not going to hurt you; he's a friend, so is the rat."

She turned around to face Justin, with a look on her face saying 'have you lost your mind'. Dinobot, who had recovered from the constant whacking grumbled, "I beg to differ, Seyvont." Rattrap couldn't stop laughing while Rachel walked up to Justin and said, "Oh yeah, and how do you know they're not something from another planet trying to eat us!" Justin sighed and looked to Rattrap and Dinobot.

"Maybe you guys should show her what you really look like."

Rachel was puzzled by what he meant by that, and then she heard the sound of gears whirling and turned around. What she saw was too much to handle; she saw where the animals were, in their place, were two humanoid robots. She stared at them for a long time until she screamed at the top of her lungs, and fainted.

* * *

**57 Minutes Later

* * *

**

Rachel was sitting on the couch, sipping a cup of coffee, looking like she was in deep thought. On the other end of the table were the kids and the Maximals, all in Robot form and sitting down. Justin introduced her to everyone and Optimus decided to tell her everything. The Maximals and Predacons, the Golden Disk and Aelita, and the Energon Explosion. It's not everyday life forms from another planet come to your world to duke it out with each other and your little brother gets into the middle of it. She took it pretty well.

"You really stepped into it big this time, Justin Isaac Seyvont."

Justin scratched the back of his head in embarrassment. She then looked towards the Maximals and thought to herself, 'Well these guys aren't half bad. I mean they did protect my bro and his friend.' She then set her coffee mug and looked at them seriously.

"Well, I'm guessing that my brother isn't going to leave so easily and his little friend Aelita isn't going to let him go so easily either, so I've got a few conditions I'd like to make."

Optimus and the others were listening in as Rachel continued. "First: Aelita's going to live here with us and attend high school with Justin. This way this 'Megatron' wont be crazy enough to draw attention to himself and that she can have a decent place to sleep." Rattrap was about to object to that, but Optimus stopped him. He agreed that Aelita would perhaps be safe here and that Megatron wouldn't think twice to try and expose himself as well as the Predacons.

"Second: Justin and Alex still have to go to school so they're going to have to be home as soon as possible in order to avoid suspicion. So they have to be back by 9:30 or 10 PM." Justin and Alex shook their heads in embarrassment; she was starting to sound like their mother. "Third: I want one of you guys to keep an eye on these three so that way they don't get into trouble, and I don't care which one it is, as long as you stay out of sight."

Optimus shook his head in agreement, and everyone did as well. Optimus spoke out, "Rachel, you have my word that Justin and Alex will both be safe as long as I still function." Rattrap muttered, "Yeah but who knows how long." Rhinox just clonked his friend lightly on the head, "Shut up, Rattrap."

Cheetor group hugged the three human teens as he smiled, "Looks like we're going to be pretty good friends after all, guys. Rrowelll!" Justin couldn't help but smile as everyone, except Dinobot, laughed. They had gained a new friendship and a new ally; they knew this would be a night to remember.

Rachel just watched as Justin and his friends, Alex Aelita and all the Maximals, were talking with each other and she couldn't help but smile. 'It's nice to know that Justin now has more than one friend now, even though they're not from around here.'

* * *

**Next Chapter: the Webs**


	8. The Webs

**Beast Wars**

* * *

**Chapter 7: The Webs

* * *

**

A few weeks later, with a little help from Rachel, the Maximals were able to complete the new bridge. It was constructed from car scrap and other metallic materials. It was crude looking, but it was adequate and strong enough to support heavy loads. They had to, at some times, transform from beast to bot and vice versa, in order to keep from soaking up too much Energon field buildups. It took them four days and three nights, but now they were finished and able to get back to the Axelon. Justin wanted to show Rachel the ship, but she didn't think it was necessary; besides, she had her fill on alien technology to last her a lifetime.

* * *

**Present Day**

**The Axelon**

In the main control room, Rhinox was adding the final touch to a circular device he and Justin were working on once Optimus asked them both to try and solve a long range communication problem due to the Energon fields. Justin had come up with the design, and he and Rhinox got to work as soon as possible. He was putting on the finishing touches on it as soon as Optimus and Dinobot walked into the room.

"How's the communicator experiment, Rhinox?", he asked. Rhinox was about to put the final components in place. "It's almost finished; I just need to make one final adjustment to the circuit breaker." Dinobot snarled, "We're wasting our time. We should be constructing our own Transwarp Gate. Megatron has already built his and hear you are, building walkie-talkies!"

Optimus replied, "Once the Gate is up, communication between us here and wherever we end up on Earth is essential if we're to keep in touch." He turned to Rhinox to see how the work was coming along as he continued, "Besides, I have Tigertron and Air-Razor looking for some Energon crystals to power up the Gate as soon as we build it."

"Finished!", the two Maximals dropped what they were talking about and turned to Rhinox, who had a triumphant grin on his face, as he was holding the new communicator. Optimus patted Rhinox on the back, "Good work Rhinox." "Yep, now all we need is a test run."

As if on cue, Cheetor, in beast form, ran into the room and jumped onto the main console in a hyper active mood. "Hey did someone say 'test'? I'm your bot!" The three adult bots looked a little wary at first, but decided that Cheetor would be the perfect candidate considering he could run far enough. Optimus spoke out, "Rhinox and Justin were able to cobble up a new long range communicator; it's going to help with our long range problems in the future." "If it works", Dinobot grumbled.

Cheetor snatched the communicator out of Rhinox's hand and sniffed and fiddled at it, "Ultra Gear! Let's find out." Rhinox and Dinobot shoot a dubious at each other and at Optimus, but he gestured back to them that it would be alright. But just to be sure, Optimus told Cheetor to be careful with it, "Just remember Cheetor, it's a valuable piece of equipment. Rhinox and Justin worked very hard on it."

Cheetor took it into account; Rhinox was like an uncle to him. and Justin. Well, he had been forming a friendship with him and Alex. The three were getting along; it was almost as if the three had been friends for a long time. Justin and Alex had even taught him that cool game called 'Rock-Paper-Scissors'. He didn't understand the rules, but it was a good way to past the time. If Justin had helped in the making of this new gizmo, then he was going to make sure he would take care of it.

"I copy you, Big-Bot. So how does it work?"

Optimus took the device and placed it on Cheetor's left upper leg. As he did, a magnetic collar slipped in and fastened around the leg. Rhinox gave the young 'bot the instructions, "Justin designed the device to be voice activated. Just speak into it regularly and we'll hear you just fine." Optimus walked up to one of the consoles and computer arrays. He types in a few keys and out pops a Cybertronic Holographic map of the area that Air-Razor was able to get.

The base was in the center as Optimus pointed in a sector due west from there; it was the mountainous terrain that the Preds had come from through their gate. "Head away from the base all the way to Vector Omega and check in every ten micro quads.", he instructed Cheetor, "We'll see how far we can track you. If you encounter any Predacons that may be in the area, you return immediately."

Cheetor grinned and spoke with much confidence in himself as he got in the hatch door as it descended down, "Don't worry; I'll be moving so fast, they won't even know I'm there." And with that, he was out of sight. As the hatch reached the cave floor, Cheetor zoomed out and was heading for the mountain rocky terrain area know as Vector Omega.

Dinobot squinted his eyes and shook his head slowly, feeling doubtful that the child should be given this responsibility. Optimus chuckled as he looked at the map when a yellow dot appeared, obviously Cheetor. "He'll do fine." Rhinox was monitoring the console when he questioned, "Shouldn't Justin be here too? Don't forget he designed the com', I don't think he'd want to miss the test run."

Optimus turned away from the console and answered Rhinox's question, "He said that he went with his sister to help Aelita shop for clothing." Dinobot just snarled at this, "It's absurd; the idea of a male helping females find them articles of clothing. It just boggles the mind."

Just then, Rattrap entered the room and couldn't help the conversation and decided to add his opinion, "Take it from me, Dinobutt, ta the ladies, a guy's perspective is importnt' in pickin' out clothin'." He then scratched his chin and mumbled, "'specially if it's got ta do wit' bathin' suits or unda' gaments'. " Dinobot mumbled something about 'perverted vermin', while Optimus just chuckled and returned to the console.

* * *

**Antigo Mall**

Justin wasn't having the time of his life today, or the last few days to say. Having Aelita live with him and his sister was proving a challenge mostly to him.

_Flashback_

On the first day, Rachel let the Maximals sleep in the barn/tool shed until they started to work on the bridge. Alex left for home to go to sleep and not wanting to worry his parents. Aelita would sleep in their guestroom, but before that she needed a shower. Badly. Considering she was running around with Justin in a cave.

So Rachel let her take the first shower; that proved to be a bad situation. A few minutes later, she came in the living room where Justin and Rachel were waiting for her to finish, wearing only her towel while she was still sobbing wet. She said that the water went from hot to cold when she turned the strange knobs. When she finished telling them her 'discovery', her towel fell down, showing Justin what he shouldn't see; he nearly passed out from all the blood loss coming out of his nose.

After that fiasco, Justin was in his room in his pj's, which consisted of a white T-shirt and black sweat pants. He was still trying to get the image of Aelita without her towel on out of his head. Just then, he heard a knock on his door and he told them to come in. Aelita came in wearing only an oversized pink T-shirt with a kitten on it, probably one of his sister's. He jumped up and she sat down on the bed. She apologized at what happened and he just forgave her, saying that it could've happened anyway.

She was glad and asked him if she was to sleep in here. Justin had thought that what she was asking was she to sleep in the house, and he said yes. Then she suddenly asked if she was to sleep in his bed with him. That got Justin to fall off the bed, as he immediately got up and pointed outside his room; telling her that she was going to sleep in the guest room across from his room. She understood that, got up, and apologized for the misunderstanding as she went to her room. Justin just sweat dropped at this as he thought this wasn't going to be easy.

In the morning, he woke up due to his alarm clock beside his bed and turned it off. He went back to sleep, but then he felt something snuggle up to him under his blankets. He looked under them, and pulled them back to see that Aelita was snuggling up to him. In his bed. She must have snuck in or sleep walked in his bed as he slept. This didn't matter to him 'cause he screamed at the top of his lungs due to the situation.

_Present Day_

Today was the day that he and Rachel took Aelita to the mall for clothes shopping. He was hoping Alex would come with them to help, but he couldn't because of basketball practice. So it was just him, his sister, and Aelita. Rachel was wearing jeans, a white long-sleeved shirt, and hiking shoes. Justin had on his casual clothes on; while Aelita wore the silk cloth make shift dress, some sandals, and a jacket that Justin loaned her.

They spent four hours shopping and Justin ended up carrying most of the bags. They first stopped at the Lingerie store; Rachel shoed him away seeing that he wasn't needed in this department. It took them a while, due to the fact that Aelita somehow didn't know how to use a bra.

Then it was on to shop for stylish, but not pricey, clothing. Rachel needed Justin to be the judge for their little 'model'. All he would have to do was look and see if each outfit looked good. Aelita had tried on a variety of different outfits, and each one got Justin giving her two thumbs up. He said that she looked cute in all of them and Aelita blushed at each time he comment her. Rachel was starting to get the idea that Justin was getting a crush on her, but brushed it off.

As they were heading to another store, Justin took a quick break on the bench considering he was doing all the heavy lifting. Aelita stopped near the bench and looked at the flowers that were planted behind it. Justin looked at her in one of the outfits; she was wearing a pink and blue plaid skirt that went down to her knees, a dark purple T-shirt, a light yellow sweater jacket with a hood, halfway zipped up, and had on white sneakers and black socks. He noticed she was staring at the flowers. He said, "Yeah, those flowers are something to look at."

"They're artificial. I wonder if I'm similar to that in someway."

That got him to look at her surprised and confused at the same time. She turned to look at him and she was sad for some reason. "Who am I? Where did I come from, and why am I so important to Cybertron?" Justin got up and walked over to her, cupping her chin with his right hand, lifting her head gently so they were face to face. "You're real, as real as me and everyone else you've seen, including the Maximals."

It was true; he believed that the Transformers were just as alive as humans were. 'How could she doubt herself', he thought as he saw her close her eyes, still depressed. He then arched his eyebrows, and half smiled. He pinched and pulled at her left cheek causing her to winch as she complained, "Ow! Please stop doing this to me!" He let go as she rubbed her cheek and looked at him puzzled. "Well that snapped you out of it. If it makes you feel any better, I'll make you a promise. I'll ask Optimus and the others for help in anyway possible to find out about your past." She smiled at that and hugged him, while he thought, 'if only I had some kind of lead to that is.'

"Hey you two! Come on, we've got one more shop to go and then we're out of here!"

They heard Rachel yell for them as they grabbed the bags and ran toward where she was; in a swimsuit store.

* * *

**Vector Omega**

In the rocky, desolate terrain digging could be heard. Scorponok, in beast form, was waiting for Inferno to finish digging something out of the rock. Waspinator said that he found something after they had flown here in search of the Key. Megatron was still a little testy after they had lost the first battle of the Beast Wars, and wasn't to be disturbed until good news arrived. Inferno had finished digging and came out to reveal a good sized cylinder of steel out of the rock in which most of it was buried in.

Scorponok walked up to it and grabbed onto it, "Megatron will be pleased by our delivery", Inferno agreed with this, "Yes. The Royalty will be pleased once we return this to the Colony." The scorpion just shook his head at the ant's sentence.

Tarantulas had learned that during the scanning and replication for Inferno had caused some faulty programming. It seems that his beast mode was dominating his logic circuits; meaning that he thought he was a real insect. He saw the base not only as the Colony, but he saw Megatron as the Queen Ant. The fire ant was insane, but his loyalty had proved to be unwavering. Scorponok grunted as he tried to pull out the object, but was proving difficult, "if I can just get this slagging thing out!"

He got frustrated and transformed into Robot Mode, "Scorponok—TERRORIZE!" He brought out his right claw missile launcher. He fired at the rock holding the cylinder, causing a loud bang that could be heard for miles. That boom caught the attention of Cheetor, who was not far from where the Predacons were. He skidded to a stop, looked in the direction from where the explosion came from. He then spoke to the communicator, activating it.

"Cheetor to Optimus. Cheetor to Optimus; can you hear me?"

Back at the Axelon, Rhinox, Optimus, Dinobot and Rattrap were at the console watching the scanner as a blip came on the screen. They had picked up Cheetor's call as he was reporting in. Rhinox answered, "We read you loud and clear, Cheetor." He turned to Optimus, "He's over more than 8 micro quads away from here." Optimus smiled at this, "Guess the com-link device is a success." Dinobot snarled, "So far-."

They ignored him as they returned their attention to the console and to Cheetor. "I just heard some kind of explosion somewhere near my location. Send for back up, I'm going in to investigate." Optimus was surprised by that, "Explosion? Cheetor wait--" Cheetor cut the communication and sped out. The four Maximals watched as they saw the yellow blip move on the screen. Rhinox grumbled, "He's on the move again."

Optimus put his hand over his face in frustration. He knew that Cheetor wanted to prove that he was capable as some of the adult Maximals, but there were some times his impatient and impetuous nature just got him in more trouble than he thought possible. He pressed a switch that activated the launch hatch that opened up from the ship's ceiling. "Radio for Air-Razor to rendezvous at Vector Omega; I'm going after him." He flew out of the ship and headed out while shouting back, "if he calls in, tell him to get out of there now." Rhinox just watches the yellow blip and shaked his head, sighing. "Everybody is too fast."

* * *

**Back at Vector Omega**

Scorponok gave up at pulling the cylinder out of the rock and let Inferno to it for him. The ant was successful at it and pulled it out with ease. The cylinder, now that it was out, was actually some sort of large cannon. It must have fallen off of the Maximals' ship when it crashed here four million years ago. The fire ant set it down with his mandibles. Cheetor was taking cover from behind a rock from a distance.

"This is bad, Cheetor—MAXIMIZE, STEALTH MODE."

He transformed quietly and had his Quasar Cannon Rifle at the ready, in case things got ugly. He then spoke into the com-link device, which was now on his left arm. "Cheetor to Base--" He then heard Rhinox speak in, "Optimus and Air-Razor are on their way. He said you should get outta there." "No can do, Baby Blue. Scorponok and Inferno are here and it looks like they found a mega-cannon. Must have fallen off our ship when we crashed here.", He looked over to see Inferno in Robot form, lifting the cannon over his shoulder and getting ready to leave, "I've got to stop them before they get it back to their base. Cheetor out."

Even though he turned it off, the com-link device continued to blink. He ignored it and got ready to advance to the targets. Scorponok returned to Beast Mode and ordered Inferno to put down the cannon to examine it. He examined a control panel on the cannon and was delighted. "After all these years, it's still operational. Megatron will be very pleased about this."

"And you'll be slag, if you don't stay where you and your friend are, Clawful!"

Scorponok and Inferno froze and turned around slowly. They saw it was the young Maximal with his Quasar Cannon at the ready. Scorponok wasn't stupid; he knew this wasn't a good situation and he was hoping that Inferno wouldn't try anything crazy. But he did as he pulled out his Blast Cannon, and was shot out of his hand by Cheetor who grinned. "That makes me twitch. And there's a full charge in this beauty."

Cheetor grinned smugly; he had stopped these guys and with no help at all. "Now step away from the Big Bang." He motioned them to the left by pointing his cannon to the left. He then took a moment as he contacted the base with the com-link. "Cheetor to base. I've got the gig in hand. Tell Optimus to home in on my signal." All he could hear was static; he guessed this was as far as the communicator could reach. As he looked at the com-link device, he was unaware of the shadowy form of Tarantulas in Beast Form coming down behind him, hanging by a spider web.

Scorponok saw the spider and scuttled forward, only to see Cheetor point his gun at him as he saw him advance towards him. "Uh uh. You're making me twitch again."

"And I'll make you scream."

Cheetor whirls around and sees Tarantulas; he immediately fires randomly in the spider's direction. The spider zips up and disappears. Just as Cheetor was about to turn around, he was kicked down and then tossed over. He regained himself as he saw Blackarachnia, in Robot Form, holding the com-link device, which was supposed to be on his arm. He looked at his left arm to see that it was missing.

"So what is thing, a new toy for the kid?", she said in a voice that was both lovely and deadly. Cheetor got up with his cannon at the ready, completely unaware that Scorponok had transformed and Inferno got his weapon back. Each aimed at the kid and fired.

The blasts hit Cheetor directly into his chest as he's sent back into a wall. Scorponok and Inferno laugh in triumph. As they turn to face the she-spider, she was gone, except for the com-link, which she smashed out of sheer enjoyment. Then they heard Tarantulas' voice, "Better hurry up with that cannon. Optimus and that bird-brain are coming this way."

Scorponok looked around but couldn't find him, so he shouts out angrily, "Don't tell me what to do. I'm second-in-command. YOU HEAR ME!"

Silence…

Just then, he hears the sound of an engine screeching approaching and looked up to see Optimus Primal and the female, Air-Razor, heading this way. He and Inferno transformed to Beast Mode and quickly got away with the cannon before Optimus and Air-Razor landed. They both look around to find Cheetor, only Air-Razor found him first.

"Oh, by Primus. CHEETOR, NO!"

Optimus rushed to where Air-Razor was and found Cheetor being leaned up by her. He lied there with his chest plate blown open. His eyes flickered as they finally dimmed out.

* * *

_Somewhere Else_

_A city that looked like it was from the future, was lit up with a thousand lights. The city looked like it came from the movie TRON, but in fact it wasn't. This was a city from the world of Cybertron, the world where the Maximals and Predacons came from. Strangely the city had a surreal quality to it, as did the people who resided in it. _

_Cheetor was found down in the city, standing high on a building; looking down on Megatron, Terrorsaur, and Waspinator._ _They were all recognizable, but they seemed somehow different; it was almost as if their major traits had been greatly exaggerated. For instance, the Predacons were uglier and Cheetor looked more heroic. _

_The Predacons fired at Cheetor with everything they had, but for some strange reason they missed him completely. The young Maximal obliviously stalked forward and fired his Quasar Cannon at them. Terrorsaur was the first to get hit as he was smashed backwards into a wall. Waspinator was blown to pieces by five blasts and all the pieces became tiny wasps and flew away in different directions. _

_Cheetor is looking calm, cool, and collected; his face was alive with heroic smugness as Megatron was the last one. "Now it's just you and me Mega-Jerk." Megatron was more furious than he was before as he jumped and rushed towards Cheetor, firing lasers and missiles at the young Maximal._

"_Maximal Dog!"_

_Cheetor just smirked, "I'm a cat. And you're cat food!" And with that he flipped his cannon in the air and caught it in a fancy move and blasts away. Hitting Megatron, the blasts cause him to explode; his head falls lazily upward and then down as the head shouts, "I HATE YOU!"_

_Cheetor just smiled in triumph, "They never learn…" _

"_And when will you learn, Furball?"_

_Cheetor recognized the voice; it belonged to Tarantulas. He saw eight green eyes peering out of the darkness from a hole in a tower nearby. He lifted his cannon and fired rapidly, hoping to take him out, but to no avail. He could still hear the spider's laughter, that sickening laugh. He then turned to his right, looking at Blackarachnia, holding Justin by the neck. She then broke him into a thousand pieces like she did to the com-link device. Finally, he saw Scorponok and Inferno fire straight at him as he screamed._

"_NOOOOOOOOOO!"

* * *

_

"AAAAAAHHHHHHHH!" 

He bolted straight up from a sick bay bed, as his eyes tried to readjust to his surroundings. Everything is darkened until his optics flipped on and he could see again. He saw Rhinox, Rattrap, and Justin standing there, as well as Optimus, who looked in relief, but at the same time not happy. He got a good look around and saw that he's in the Repair Module of the Axelon. Rhinox grinned, "Good as new." Rattrap, who was eating on an apple muttered, "And twice as loud."

Cheetor turned to Optimus, who was still ticked off. "Hey Big-Bot. Uh, what happened out there? All I remember was Tarantulas and Blackarachnia showing up…"

Justin puts away some of the repair equipment and answered, "You took one missile and one blast shell to the chest plate. If Air-Razor and Optimus hadn't gotten you here, if I hadn't gotten here in time, you would have been offline. Permanently" Cheetor could tell that there was a lot of distress in his friend's voice; meaning he was generally worried.

Rattrap spat out some of his apple, "Guess you ain't as fast as ya' thought, eh kiddo." "And you got the Com-Link trashed because of that!", Rhinox said deciding to chime in his two cents. Cheetor tried to calm them by telling them he proved that it worked. Justin had to agree with him and just said that the com-link was just a prototype and that he and Rhinox could think up a more advance com-link. Optimus was too steamed to listen and just asked Cheetor dead-seriously, "Rhinox said that you reported something about a mega-cannon."

Cheetor then remembered that, "Oh yeah, I almost forgot. Scorponok and Inferno were digging it out of the rock. It must have fallen off our ship when we crashed. It didn't look that good in shape so I thought I get the drop on them before they got back to their base. Wherever that is." Rattrap finished the apple and tossed the core aside. "I'd say they got the drop on you, kid." Cheetor got defensive that time while Optimus looked on. "Hey! I was doing fine until the Spider Duet popped up and--"

"Scorponok and Inferno capitalized your mistake!", Optimus said. Cheetor hung his head in shame of his failure. "Yeah, I guess so." Optimus added in, "Rhinox and Justin worked hard on that com-link for weeks and they don't have the components to build another. You've cost us an advantage.."

"But Optimus…", Justin was about to say until the Gorilla gave him a look that told him to be quiet and he did. Cheetor protested, "I couldn't just let them get away with the cannon." Rattrap just quipped, "Yeah, you took care of dat' real good." Cheetor then lost his temper as he transformed into Beast Mode and tried to bite the rat's head off, while Rhinox was holding him down. "Rrowl! Back off Rat-Face, or I'll have a vermin-on-a-stick for lunch!" Optimus grabbed Cheetor by the fur on the back of his neck and brought him up to his face. "You back off. NOW!"

Cheetor calms down as he realizes what he did, "Sorry Optimus I…" "Sorry isn't good enough. We're in a war for survival and you treat it like it's a game." Everyone was listening, including the teenaged members who were present: Justin and Cheetor, "If you had obeyed orders, all of this could have been avoided." He drops Cheetor who was now downcast. Optimus, now transformed into Robot Mode, turned to Rhinox, "I'm going to call in Dinobot. His knowledge of the location of the Predacon base is going to be necessary if we're going to do something about the mega-cannon."

Cheetor turns, "If there's anything I can do.." "You've done more than enough.", Optimus said coldly, crossing his arms to show he was not in the mood. And with that, he exited, leaving Cheetor crushed. Justin walked up to Cheetor and put his hand on his head, "Hey don't take it so badly, Cheetor. He was just worried about you. Everyone was when they brought you in." Cheetor just walked away and sat down, looking depressed. "Maybe if I didn't choke when the spiders showed up, I wouldn't have messed things up and gotten the com broke."

The three looked at Cheetor, wanting to tell him it wasn't his fault; the truth was, it was his fault. Rhinox broke the silence, "I better come up with a plan. If I know Optimus, he'll want to move fast once we get the Transwarp Gate operational." Rattrap muttered and whined, "Yeah, with me up front. No 'danks partner; da' pussy cat got us inta' hot oil, let him go to Pred HQ."

Cheetor just ran out as the three watched. Justin decided to run after him, to make sure he didn't do anything he might regret. He grabbed a flashlight and headed out the hatch, just before he shot Rattrap a look. As soon as he was out of sight, Rhinox looked at Rattrap and shook his head. "What?"

"You know.", indicating to Rattrap what would happen next if he didn't do something. Considering he had to open up his big mouth and make things more difficult for the young cat. "Aw, da'kid's grindin' his gears. He's not gonna do somethin' stupid." Rhinox arched his bronze yellow eyebrow, making Rattrap twitch until he gave up in defeat. "Awright, awright. I'll go help the kid find him. ya' happy?", he said as he left in Beast Mode. Rhinox just smiled as he got to work on a plan.

* * *

**Somewhere Else in the Cave**

Justin had been running frantically to try and catch up to Cheetor until he lost him. He had been looking around for him, and making sure he didn't get lost either. He knew that Cheetor was hurting, but running away; that's just childish. Of course, who's to say that he did it a number of times when he was upset? He had to find Cheetor and tell him that it was okay.

Unfortunately, he tripped and fell down hard on the floor. He slowly got up, obviously nothing was broken, himself and his flashlight. He got up on his knees and was about to get up on his feet when something caught his eye. He flashed his light at something on the floor that he tripped on and saw a weird translucent substance that almost looked like liquefied blue metal. He touched the substance with his free hand, and found it stuck to his hand as he brought it up. 'That's strange, it almost feels warm. Like drool or something.' he thought as he looked at it.

He was completely unaware that a rock as big as a manhole slid to the other side, like a trapdoor, to reveal an opening. And out of it came two pairs of what appeared to be spider's legs; one pair big and hairy, the other thin and golden. Before Justin could figure out what was happening, he was pulled back by the legs into the hole, screaming as the rock slid back in place. All that could be heard then, was a sickening laugh.

**A few minutes later**

Justin was slowly coming in two as his vision was becoming unhazy. He began to look around to see where his surroundings; it looked like he was still in the cave, or at least another one inside the mountain. The caves looked dark and dreary and enormous; there were spider webs and cocoons, containing animals that looked like they were sucked dry of every vital fluid. In a way, they almost looked mummified. He also found what looked to be flashlights on six legs walking around in some places. He then heard laughter of a sick variety and looked down. Right there, down in front of him a few feet away, standing next to a computer gauge of some sort, was Tarantulas with Blackarachnia in Beast form.

"Welcome, human.", said Tarantulas.

"Just my luck. Of all the Predacons that could have kidnapped me, it had to be the Fem Fatale and the Spider-Psycho.", Justin said. He began to tug himself from something, but to no avail. He looked on both sides and found he was stuck to some kind of web of some sort. He could tell it was made of the same substance he found when he fell down.

Blackarachnia was the first to answer, "You're in a stasis web; it drains the vital fluids, but leaves the flesh alive." Justin did not like the sound of that as he tried to pull even harder. Tarantulas walked over to the computer and began typing. Justin then felt weak and was gasping for air; it was almost as if the life was being sucked straight out of him. Tarantulas laughed, "At this current setting you'll be drained in a matter of minutes." But he typed on it again and the machine slowed down a bit. "But I find that a slower pace keeps the vital fluids tastes so much better."

"Did anyone ever tell you you're a really sick spider?", Justin said as he tried to struggle but felt tired. "Sorry kid, but without any outside help, escaping the web with be harder than you think.", the she-spider said with hunger in her eyes. Tarantulas' eyes glowed with pleasure as he climbed up the web to where Justin was stuck on. "Yes, and before dinner we have a few questions to ask you. Mostly about the whereabouts of the girl in your company." Justin knew who he was talking about; they wanted to know where Aelita was. "So stuck you are and stuck you stay. And once you're energy is depleted, you'll be able to answer our questions without any problems at all."

Justin could see the Tarantula's face was close to his as his mandibles were covered in drool, just waiting to sink them in. He had never felt more scared in his entire life right now. "And when all of our questions are answered…..We feast." Tarantulas and Blackarachnia laugh as they prepared to wait for the draining to finish.

**Somewhere else**

Rattrap was walking down the tunnels, looking for the Troubling Two. Now he was just fed up, first he was an explorer, then a soldier, and now he was demoted to a babysitter. This was the most humiliating day of his existence. He was about to give up and check somewhere else when suddenly…

"Hey!"

"Yaaaaarhhhhhggg", Rattrap nearly jumped out of his Beast Mode skin. He turned around to see who snuck up on him and found Cheetor. "You! If you eva' do dat' again, I'll rearrange ya' spots!" Cheetor, a little happy, at this moment humbled himself to the rat, "Sorry about that. What are you doing here?" Rattrap, now calm, looked at him while standing on his hind legs, spoke, "Lookin' for you ta make sure ya didn't go afta' the Preds." Cheetor raised an eyebrow and answered, "What are you talking about, Rat-Face? I was going to my hideaway from the base to think things over."

Rattrap looked at him like he didn't know what the kid was talking about. Cheetor saw the look and explained, "Optimus was right; I shouldn't have rushed in without backup or a plan. In fact, I shouldn't have run in at all." The rat was starting to get it now. "See all I thought about that time was just to prove that I wasn't some dumb kid and I thought I could prove it by taking care of the situation myself." Now Rattrap understood; the kid was just suffering from cyber-puberty. Guess he was just entering the proving himself stage or something.

Rattrap got back on all fours and said, "Well if you've leirned ya lesson. I guess you can tell Justin it's time to go back ta da base and join in on the next project." Cheetor was confused now. He told Rattrap that he wasn't with Justin, nor was he in the secret hideaway that only Cheetor knew. Now Rattrap was worried; if Justin was missing this was a bad sign. "We'd better go look for him. Dere's an awful lot of caves here and he could be in any one of 'em."

Cheetor got in front of him and started to sniff around the area. "No sweat Rat-Man, with this cat honker here I can sniff him out in a micro second." And so the search was on for their human comrade, hopefully they would get to him in time.

* * *

**The Axelon**

Optimus and all the other Maximals were present at the Main deck, looking at was a holographic representation of Mt. Kilmanjaro; the base of the Predacons. Dinobot pointed at the base of the volcano, instructing the spot where the cannon would be placed. He snarled, "Frontal assault. That's the best way to attack, before they have a chance to use the cannon." "No, the cannon would need to have extensive modifications; they'll probably use it for a defensive weapon. Question is where?"

He turned to Rhinox, seeing is Defensive strategy was what he was the best at. "Rhinox, see what you can dig up." The Maximal leader looked around to find two of his Maximals missing. "Does anyone know where Rattrap and Cheetor are? I'll need one of them to scout once the Gate is operational" Tigertron and Air-Razor shrugged in response. Rhinox answered, "I think Justin's with them. I think they said something about going to the Junkyard to get more parts or talking to Rachel about Aelita signing up for school."

Dinobot snarled, "We waste time talking! We should attack now and destroy them!" Tigertron objected, "Rushing on ahead without a plan is dangerous." As they continued to argue, Rhinox looked outside the window and was silently hoping that the trio was having a better time than this.

* * *

**Meanwhile**

Cheetor and Rattrap had followed the scent to where Cheetor had run from. They looked around until Cheetor stopped at a boulder. "What are ya stoppin' for, Kid?" Cheetor looked to the rat. "This is where the scent ends." Rattrap looked around and found no footprints. This couldn't have been a dead end for them. 'It's not like somethin' snatched him from out of nowhere.', the rat thought. Cheetor sniffed near the rock and jumped back. "What's got you so wiley?" "I just picked up a new scent. Two of them." He walked over to the boulder and pushed it back some. As the boulder was pushed, they saw a hole, covered in the same substance that Justin had found.

"I got a bad feelin' about dis, Kid.", the rat said as he and Cheetor jumped in to investigate.

Tarantulas looked at the computer, showing Justin's vital signs as they dropped slowly. His energy was nearing total depletion. The spider chuckled, "Not long now, little boy." Blackarachnia turned around for a moment to see something move in the darkness, but shrugged it off. She turned her attention towards Justin as he was still trapped on the web.

Justin was looking weak and tired, but at the same time, fighting off the weariness. He spoke out weakly, "this is a dumb plan, Web-Head. I don't have mech fluid, just blood." Tarantulas just laughed it off. "Oh, don't worry, our filters will adjust. Besides, it is the act I love doing more than the nourishment."

"Ya know, you are one sick spider, Eight-eyes."

The two spiders were surprised to hear another voice as they turned around fast and saw Cheetor and Rattrap. Justin was glad to see those two had found him. Tarantulas was the first to speak up, "The rat!" "And the furball. You come back for more pain, Kittycat?", the she-spider questioned. Cheetor growled, "If anyone's gonna get scrapped it's you two"

"Yeah, now what's say you two let our pal go."

"I'd say, FAT CHANCE, VERMIN! Tarantulas—TERRORIZE!" "Blackarachnia—TERRORIZE!" Both Predacons transformed and got their missile guns at the ready. Cheetor and Rattrap transformed and got their guns at the ready. But couldn't shoot due to the fact that Justin was behind the spiders. The Predacons saw this and had an advantage as they fired their spider leg machine guns at the two.

The two Maximals took cover in different directions. Behind a stalagmite, Rattrap pulled out a small box out of one of his compartments and ran to another stalagmite for cover. The two spiders looked warily for them and Blackarachnia saw Cheetor rum further down and chased after him firing. Justin spoke out with some reserved strength, "Now they'll have you two for lunch, Web-Heads." Tarantulas aimed his gun at Justin, but instead went back to the computer and the stasis web began pulsating faster. Justin gasped as his energy was being sucked out faster, and could only watch as Tarantulas went to look for Rattrap.

"Thermo-scanners.."

His visor eye morphed into a green scan mode and he looked around the room, looking through heat vision for the rat's heat signature.

Meanwhile, Blackarachnia was jumping from stalactite to stalactite, chasing after Cheetor, who was in good sprinting time. She fired missiles at the cat, all missing him. Until she fired at a stalactite ahead of Cheetor. It fell straight down in front of Cheetor, causing him to stop and turn around to fire at Blackarachnia. Unfortunately, she was ahead of him on that and jumped towards him with a corkscrew kick, kicking him into the rocky terrain. He fell down with his gun out of hand. She leered over him as she set her gun to fire a cyber venom dart, "Game over, Spots!". Cheetor gasped as she fired and hit him; she leaned over to see her kill. What she got was her dart back as she saw Cheetor had caught it with both hands and threw it back in her face. Black and crimson red energy surged around her body as she screamed in pain as she was paralyzed and fell to the ground, entering stasis lock. "That's for trashing the com-link that Justin and Rhinox worked so hard on!", he said as he ran to head back to where Justin was, and also silently hoping Rattrap was okay.

Tarantulas stalked forward, still looking for the rat. As he spotted him a few times he fired at where he was, but missed him by a hair. He was looking around and saw a heat signature that matched the vermin. He checked his inventory and found he still had two missiles left. He crept up to the rock, turned off his heat visor, and slowly made the corner; quickly, he leapt behind it and pointed his gun to what looked like a small box.

"Tsk, Tsk. Fell for the old hot box."

Tarantulas spun around and saw the rat with his pistol pointed at his face. They stood there for what felt like an eternity to them; each one waiting to make the first move. Tarantulas lifted his missile gun quickly, but Rattrap lowered his blaster rifle and shot the Predacon's lower left leg, causing the spider to loose balance. He lost control of his trigger finger and Tarantulas fired at the ceiling of the cave causing it to come down on him. Rattrap raced away from it and headed towards Justin.

Cheetor got there first and looked at the computer; the gauge was almost full and Justin was almost out. "Hang in there, buddy…", Cheetor said as he typed on the controls.

"INCORRECT ENERGY SIGNATURE"

The computer sped up the energy drain as Justin was gasping loudly and breathing heavily. Cheetor panicked and didn't know what to do. So he pulled his Quasar Cannon at the computer and said, "I've got your energy signature." He shot at it several times until the computer stopped and erupted into a dazzling display of pyrotechnics. He breathed in relief and he turned to Justin. He had passed out from the drain; Rattrap walked up and with a flick of the wrist, a hidden knife came out and he slashed away the webs holding Justin.

Cheetor caught him and Justin groaned as he slowly woke up, "Hey guys. What's up?" Cheetor smiled as he returned to Beast Mode and let Justin on his back to carry him out of here. Rattrap put his gun and knife away. "Time to make like rats and abandon Creepsville." As they were going to walk away, they heard a grinding sound coming from behind them.

"Game over, Vermin."

They all turn around to see Tarantulas, balancing himself on his only leg as he lifts up his Missile gun. "Give my regards TO THE INFERNO!" He fired the missile straight at them; the two Maximals with one human in tow jump and dive for cover. The missile hits the stasis web and explodes on impact, causing the whole cave to shake. Tarantulas realized that was a bad idea as the whole cave ceiling falls and buried him.

"NNOOOOOOOOOOOOOOOOOOOOOO!"

Rattrap and Cheetor crawl out of the hole they came in with Justin in tow and race back to the Axelon. Back in the cave, everything was quiet and in shambles. All of a sudden, Tarantulas' head emerges from the rubble and he says deadpanned, "I hate that rat." And if on cue, a rock falls from the ceiling of the cave, and hits him hard on the head, knocking him out cold.

* * *

**Back at the Axelon**

Optimus, Rhinox, Tigertron, Air-Razor, and Dinobot were all still in conference about the cannon when Rattrap and Cheetor entered the room with a drained Justin being carried. Optimus stepped up and said seriously, "Where have you been? And what happened to Justin?" The rat and cat looked at each other and gave Justin to Rhinox and told him to get him something to eat.

**A Few Minutes Later**

Cheetor explained to Optimus what had happened. After he had finished, Optimus was shocked. To think that the Predacons were hiding in the same caves that the Maximals had occupied. He then turned to Cheetor. "You could have called in for backup, you know." "Hey, Hey, I was with him and we didn't have nuff' time, Boss Monkey." Optimus thought about that, and Justin came into the room; still a little tired but moving. "if it weren't for Cheetor and Rattrap, I would have been Spider Chow Optimus."

Optimus understood that, and looked at Cheetor. He saw that he was determined when he went to rescue Justin. He smiled and said, "Well, I'm glad to hear that. I'm sorry I was a little rough on you, Cheetor." Cheetor smiled, "Hey no problem, Big-Bot. It's like Justin said, 'We all make mistakes'. Besides you were right; from now on this kitty's a team player."

Rhinox smiled, as well as Tigertron and Air-Razor. Optimus then looked at Cheetor and back to Justin. He had something important to say. "Cheetor." The young bot gave his leader his full attention. "You said you wanted to help in any way possible." He then turned to Justin. "And your sister said I needed to have someone keep an eye out for you" Justin and Cheetor now knew where Optimus was going with this.

"Cheetor. I'm officially appointing you as Justin, Aelita, and Alex's guardian as of today."

Cheetor was excited as was Justin. The two were going to be able to see each other every day, even on school. There was this place Cheetor could hide in and could meet Justin and the others there during lunch. Optimus was happy considering his decision, but now they had to get back to work so he told them they could head back to the Seyvont Residence. But before they left, Cheetor and Justin walked up to Rattrap as he was heading for his room. "Hey Rattrap, thanks for…" Rattrap cut them off and said, "Save it you two. If any one of ya' ever pull a stunt similar to what happened a while ago, I'll make ya eat each other's hair off ya' heads." The two teens didn't know whether to laugh or throw up. Rattrap walked away, muttering something about eating garbage.

But Cheetor said as he and Justin smiled, "Thanks for helping both of us, Pal."

* * *

**Next Chapter: First Day part 1**


	9. First Day pt1

**Beast Wars**

**

* * *

****Chapter 8: First Day Part 1

* * *

**

_Somewhere Lost in Time_

_She didn't know where she was, or why she was here. She only knew that the place she was in was now a ruin; more specifically, it was a battlefield. She saw bodies lying on the ground; humans were crushed, blown or torn apart by unknown forces._

_No, she heard stories of giants made of metal; eternally locked in a battle for good against evil. Trouble was no one believed the story until now. They came out of nowhere and attacked; giants with a symbol of a demonic face and were led by a metal giant with a cannon attached to his right arm. _

_She had just come from the river, sketching it. Only to stop from hearing the explosion and ran to where her home was, only to find it in ruins._

_She could see the giants fighting in the distance, but she only cared about the people who were lying dead in front of her. All she could do was cry; she didn't know who they were but for some reason she felt saddened because they were gone now. All of a sudden, she heard the flapping of what sounded like insect wings._

_She looked up and saw a giant metallic grasshopper, heading towards her. She had never been so terrified in all her life. She closed her eyes and shielded herself with her arms waiting for the inevitable. The sound was getting closer and as it did, she heard gears whirling and heard giant footsteps. And then…_

CLANG!

_She heard the sound and opened her eyes; what she saw she swore she would never forget. She saw that the grasshopper had turned into a humanoid metal giant, but he was being held by the neck by a metal humanoid much bigger than him. It was red, gray, and blue; in the giant's left hand he held a powerful looking blaster. _

_She couldn't see the face of this giant, but somehow she knew his name as she spoke it out in a whisper._

"_Optimus Prime"_

**Now**

Aelita woke up as soon as she heard the alarm clock go off, turning on the radio. She turned it off as she got out of her bed and stretched. She looked around, trying to remember where she was; it all came back now: Earth, the Maximals and Predacons, and especially Justin and his friends and family. She smiled, knowing that today was the day that she would start to go to high school with Justin and Alex.

She heard all about it; how it was a great place of learning, but the recreational activities it held: festivals, clubs, and especially this thing called a 'school dance'. Aelita looked around her room; it was a little empty, except for the closet which was full of clothing that they went to get for her. She remembered yesterday, how Justin said he would promise to help her find her past.

She smiled at that; it made her happy, "Thank you, Justin.", she whispered. She looked at her clock and realized she had to get ready to go as soon as possible.

She ran out of her room as quickly as possible and headed for the bathroom. She quickly took off her pink T-shirt pajama, turned on the water like Rachel taught her how, and jumped in to take a quick shower.

* * *

**A Few Minutes Later

* * *

**

Aelita opened the bathroom door and she walked out to head for her room, with a towel wrapped around her. She made sure that the towel was on tight; she didn't want a repeat of the last incident. She was looking around, making sure there was no one around. Unfortunately, she bumped into someone and nearly fell down if not the person she bumped into had caught her.

She looked at the figure and saw it was Justin, in his pj's and half asleep. She was able to right herself up and bowed her head in shame for her clumsiness. "I'm sorry, Justin; I'm so sorry. I didn't mean…" Justin stopped her and said, "Hey relax, I wasn't looking where I was going either." "But…", Justin placed his hands on her shoulders gently and spoke to her, "Listen, you cant blame yourself for every little accident that happens around you; these things just happen." He smiled, making her smile back.

She said, "Okay, um, I have to get dressed now, okay?" Justin nodded and they both blushed in embarrassment due to the situation. Justin went to the bathroom, while Aelita went to her room to change. She picked out what she would wear and as she began to dress, she thought, 'He's so understanding, I'm glad I've met so many nice people.'

* * *

**Later

* * *

**

The two teens were in the kitchen, fully dressed and having breakfast. Rachel joined with them now she was fully awake. She was wearing grease stained overalls, a white long sleeved shirt, a bandana over her head, and working boots and gloves. She went over to get a cup of coffee and a banana, and sat down with the others.

"So, Aelita, you a little nervous about today?", she asked. The blue-haired girl nodded as she went over to the sink to clean her dishes. Rachel said, "Don't worry about it; you've got my handsome young brother here." Justin just blushed at that, "and if he doesn't cut it, there are three rules that teenaged girls follow: One, use a slight feminine touch to get the less smart or geeky guys to do what you want. Two, always compliment the teacher to get on their good side. And three, if a guy, who you think is a complete jerk, tries to kiss you or forces himself on you, kick 'em high in the spot where the sun doesn't shine."

Aelita was confused by the advice, but Justin was embarrassed that his sister gave her the advice that their father gave her. She used it on the day she started as a freshman, and there were guys who wanted to be with her, and there were those who just stayed away. He loved his sister, but there were times that she drove him off the wall.

SCRATCH, SCRATCH

They heard the noise coming from the back, and Rachel went to take a look. She looked outside and saw Cheetor, in Beast Mode, waving his front paw at the window when he saw Rachel. She smiled, 'Optimus picked a good guardian for the kids. A little hyperactive for my tastes, but good nonetheless.' "Hey Cheetor, come on in, I'll whip you up some grub." She opened the back door and he zoomed on right in for the kitchen.

"Cheetor!"

Aelita was glad to see the young cat as she caught him as he stopped. She petted him and scratched his head. Justin and Aelita knew the only way for Cheetor to stand still long enough was to give him a good petting and scratching. This was one of those times that Justin pondered, "Is he a Jungle-Cat or a House cat?"

Rachel gave Cheetor a bowl of chopped up tuna, and he broke loose of Aelita's 'cuddle hold' and ran straight to the bowl, almost inhaling the food instead of chewing it. Rachel asked, "So have you guys thought up a good place to meet at?"

Justin nodded, "Yeah, the rooftop is always unoccupied and easy to get up there. We can meet every lunch break up there." "Seems like you've got everything figured out, lil' bro.", Rachel said. She was still amazed that her little brother was this smart. Cheetor growled as soon as he was finished with his meal. "I still think it slaggin' stinks that I can't go in with you guys."

Rachel chuckled, "I don't think they would like the idea of our family having a pet cheetah." This was true; Cheetor had to be kept a secret as well as the Maximals. If the public knew, who knows what would happen to them.

"Don't worry, Spots. Me, Alex and Aelita will give you a full description of what goes on inside.", Justin said calling him by the nickname Rattrap used. Secretly however, Justin was actually working on a small project that would allow the Maximals to go out into the public, without having to convert to Beast Mode. He just had to find a way to get out a tiny flaw.

Just then Rachel got a look at the clock on the microwave. It read…

**7:45 AM**

"Oh crud! Justin! Aelita! Get your bags, WE'RE OUTTA HERE!" The two teens grabbed them and ran outside. Cheetor followed too but from a distance; the Seyvont Residence may have been outside from the neighborhoods, but you never know when someone would be driving in to sell some scrap.

Rachel and the teens ran to a semi-beat up Ford Truck; it was Rachel's. Rachel got to her driver's seat while Aelita was riding shotgun. Justin sat in the back of the truck and he saw Cheetor run past them as fast as ever.

Rachel then looked to Aelita and saw how nervous the girl was. "Hey don't be so nervous; just remember the three things I told you and you can't go wrong."

Aelita smiled as Rachel told her this and the truck started to move. Cheetor was long gone, going too fast to be seen by the human eye. Aelita was now thinking of her dream she had, 'What was that? Could it have just been some strange dream, or…'

'…could it have been a Memory?'

She would have to wait to tell Justin and Alex this, for now she wanted to start the day without having to worry her friends.

* * *

**Next Chapter: First Day Part 2**


	10. First Day pt2

**Beast Wars**

**

* * *

****Chapter 9: First Day part 2

* * *

**

**Antigo** **Senior High School**

Aelita couldn't believe her eyes; she had never seen something so amazing. The school she had already seen when they were on their way to the mall. It was the teenagers that amazed her; she never knew that there were so many kids her own age. She hoped to make as many friends as Justin and Alex did.

Speaking of Alex, they saw him sitting by a big tree that was near the school ground. They got out of the truck and they heard Rachel shouting out, "Remember guys, make some good choices!" Justin groaned as his sister had embarrassed him for the remainder of his morning as she drove off, back to the scrapyard.

They went over to Alex, who was still a little exhausted from practice, and sat down with him. He grimaced, "So remind me, why are here so early?" "Um, that's my fault", Aelita said sheepishly, "I wanted to get my schedule for my classes." "Well, it's alright with me. I completely understand.", he said reassuring her. To tell the truth, this was the one time that Josh Weldon and Brad Patkins weren't around for the day so he and Alex were lucky.

"NIMROD FOOTBALL"

Or so he thought. The three teens turn around and saw two jocks running straight towards them in blinding speed. Justin and Alex picked up their bags, Justin grabbed Aelita and she grabbed her bag, and they all ran as fast as they could, away from those two. They ran straight inside the building without the bullies following them.

The two jocks were Josh Weldon and Brad Patkins. Josh was a seventeen year old white boy who had black hair slicked to the left, and was wearing a white T-shirt with dark blue jeans, with black and white Nike's and a red and blue jersey with a captain symbol and a Cougar design on the back. Patrick had blonde spiked hair, and was wearing an exact jersey with the number 33 on the back; khakis and an aqua blue turtle neck with red and white Nike's.

"Yeah Man! Did you see that? Those wimps were running were running like their pants were on fire.", Brad said. Josh just chuckled and got serious for a moment, "Yeah! Hey Brad, did you check out the babe that was with them?" "Yeah man, she was a real cutie. What do ya think she was doing with a couple of losers like those two?"

"I don't know, but I'll tell you one thing…she won't be with them long."

Justin and Alex got Aelita to the office where she would get her classes. She asked whom those two boys were that were running towards them. Alex explained, "That was Josh Weldon and his right hand man, Brad Patkins. They're kind of like human versions of Predacons." Aelita asked, "But if they cause anyone harm why doesn't anyone do anything?" Josh explained that those two were the best players of the Cougars, the high school's football team; they were just too important so the coach backed them up if they did anything wrong. She felt that was completely unfair.

Justin brushed it off and said that Alex should get to his class, and that he would stay with Aelita until she got her schedule. She went into the office and saw a secretary at a desk and she saw her. "Can I help you?"

Aelita was a little nervous at first but spoke up and used the last name Optimus and the others help pick out for her, "Uh, yes I'm a new student, Aelita Gerehert. I'm here to pick up my schedule."

She looked through her computer in the medium sized office. Aelita hoped that the file Rattrap created would work; otherwise there would be a lot of questions she would have to answer. She looked around the office and saw nothing out of the ordinary. She did take notice of the other door had the name Principle Palmer on it.

"Well Ms. Gerehert here you are." She said to her, catching Aelita's attention. She handed Aelita her schedule that she had printed out. Aelita gave her thanks and walked over to Justin.

"So let's see what you got." He said to her as he looked over it. The classes were as followed…

**Math**

**History**

**Metal Shop**

**English**

**Lunchbreak**

**Biology**

**PE**

**Theatre**

"Not bad, you even have classes with me and Alex" he read on. "Well I should show you to your locker. According to this it's right next to mine." He led her and after putting away all the extra stuff, Justin led her to their first class, Math, before the bell rang. As they went in, everyone went silent; Aelita noticed that everyone was giving Justin the silent treatment. It was almost as if they were alienating him from themselves, as if he was harmful to them.

He led her to one of the other desks, and she saw him walk to a desk that was completely alone from everyone else's. Just then a middle aged man, slightly overweight in a sweater and glasses, he was Mr. Snyder, the math teacher. He went over to the blackboard and wrote a very complicated equation, something in the line of college work.

"Alright class, today we'll be working on standard equations. Who can tell me the answer to the equation shown here?" He pointed to the blackboard. He saw no one was going to answer for him, and instead of asking Justin Seyvont for the answer, like he did every time, he looked at the new girl and called her to answer. "Aelita Gerehert?" Justin started to panic; he didn't want Aelita to get laughed at and didn't know what to do.

Aelita looked at the equation and said, "4 over pie"

The teacher was stunned and checked his answer book. He found the equation and looked at the girl, "That's correct." Everyone was just stunned at the newcomer, especially Justin. He had no idea that she could do math, and by the look on her face, she probably didn't know that she could do math either.

**

* * *

****Later on**

* * *

Aelita was enjoying the rest of her classes. She had fun in History; just learning about Earth's past was so informative and fun. She had no idea that America was found by four fathers. In Metal Shop class, she was with Justin and Alex. She had so much fun with them learning about Metal Urging, welding, and other things in it.

She was so happy to be with Justin, Alex was very helpful, but Justin made it so much easier to understand considering he spent so much time building stuff in his family's scrapyard.

But the most troubling things about those classes were the boys just looking at her and everyone shunning Justin from them. She felt a little uneasy about them staring at her, that some of the girls glared at her in response. Everyone just ignored Justin completely; she also noticed those two boys, Josh and Brad, spitting out wads of paper at him, tripping him or any other things they could do to him without the teachers noticing.

She would have to ask him why that was.

* * *

**English Class**

* * *

Justin, Alex, and Aelita met up in this class and it was the same as the last three classes. The students all had their desks moved away from Justin's, except for Alex, and they all gave him the silent treatment. Aelita moved her desk to theirs so that she wouldn't have to be separated.

They heard the others whispering to each other saying that the loser duo had become a trio, or that Seyvont got himself a girlfriend. Justin just ignored it while Alex was just smiling at that 'girlfriend' comment. In a way, Justin and Aelita seemed a little close in some way. Aelita was a little confused at the whole 'girlfriend' comment.

"So Seyvont, the rumors were true. You do have a girlfriend."

The three looked over and saw a girl their exact age; the boys knew her as Toni Watson. She was a pale girl with a fair figure. She had black dyed hair with purple streaks in it and tied in the back, spiking out looking like pineapple leaves, and in front she had her bangs swept over to the right side of her head and clipped there. She had black lipstick and black eye shadow around green eyes, black nail polish, and was wearing skull earrings. She was wearing a horizontal black and white striped skin-tight shirt, a black skirt that went to her knees and was slightly torn at the end with safety pins attached to it. She wore slightly torn net stockings that went all the way up her legs and military type boots. She also wore a jacket that ended at her middle waist with the sleeves rolled up and was wearing fingerless gloves that went up to her arm.

Aelita asked Alex why she was dressed like that. Alex explained, "She's dressed like that 'cause she's a Goth." Aelita was a little confused.

"See Aelita, there are a lot of social groups in this school: Jocks, who are interested in sports and beating up weaklings like me and Justin. Nerds, who spend most of their time in front of a computer. Cheerleaders, who are way too preppy and are completely obsessed with their looks and cute boy bands; Goths/Punks, who are the most depressing and gloomy people who are always on the negative side of everything; and finally Outcasts, who are yours truly here."

Aelita seemed to understand a few of them, except the Goth part. She showed this as she got up from her desk and walked over to Toni. Toni was wondering what the girl was doing, until the girl took her had in hers and looked at her wit teary eyes. "It's okay. I know what it's like to be alone. But you don't…" Before Aelita could finish, the girl took back her hand and said, "What is wrong with you, you little weirdo?"

Aelita didn't understand. She was just trying to help, but she was pulled back by Justin. "I'm really sorry, Toni, but she was just trying to be friends with you." Toni shot him a look and said, "Yeah right, as if I wanted to be part of your loser friend circle."

Justin was getting angry and shot back, "You want to repeat that?" "Sure: No one in this room wants to be friends with an orphan and the loser squad. Okay? Or do you want me to spell it out for you?"

Justin was about to make a response to that, but Aelita pulled him back to his desk. She didn't want him to get in trouble because of her. As she sat down, she looked around and saw everyone giving them looks. She went to look at Toni, and saw that she was giving a scold look, but she wasn't looking at her. She was looking at Justin who was doing his work.

She wondered why everyone thought Justin and Alex were losers. To her they were the coolest friends she ever had. The class began with the teacher giving the lesson.

Toni just looked at the three and thought, 'Sheesh! I thought those two were annoying, but now that blue-haired weirdo just makes things even worse. Well, she'd better tone down the weirdness a little.'

She saw Aelita look at her all confused, and she gave her a scolding look. She immediately turned away and went back to her work. Toni decided that after Lunchbreak she would head to the library. Now Aelita was determined to ask the boys why everyone treated them so rotten.

* * *

**Next Chapter: First Day part 3**


	11. First Day pt3

**Beast Wars**

* * *

**Chapter 10: First Day part 3

* * *

**

After English, the three went to Lunch. But they went to their secret hideaway, up on the High School roof. They got there without anyone finding out, and got out their lunches. But before they ate, they land to look around for someone. Then suddenly, something pounced on Justin and fell flat on his back. He looked up and saw Cheetor, in Beast mode smiling. "How's it shakin', guys?"

"Doing great and I might be doing better if you could get off me.", Justin said, as le was trying to breathe. Cheetor got off of him and sat down with the others, eating a little tuna that Justin brought.

They all talked about what went on during their classes. Justin told them that Aelita wowed the Math teacher by solving all the problems with ease. Alex commented that she might be super-smart like Justin. Cheetor got a little pouty, "Rrowl. It isn't fair! It sounds like a blast in there! Slag! I wish I could at least go inside to see what its like." Justin and Alex just laughed their heads off at the teen Maximal's reaction.

"I don't think that's a good idea."

The boys looked at Aelita, who seemed to be sulking while picking at her lunch. Justin asked, "What's wrong Aelita?"

She shot them a look that showed she was upset and angry. "What's wrong? WHAT'S WRONG! WHAT WAS THAT ALL ABOUT DURING THE FIRST FOUR CLASSES WE HAD TOGETHER! ALL THE OTHER STUDENTS ISOLATED YOUR DESK FROM EVERYONE ELSE LIKE YOU WERE SOME KIND OF MONSTER! AND THEN THERE WAS THAT GIRL, TONI WATSON, CALLING YOU AND ALEX LOSERS! IF YOU ASK ME SHE AND EVERYONE ELSE ARE DOWNRIGHT NASTY!"

Alex and Cheetor looked surprised at Aelita as she blew up with frustration. Justin just calmly ate his lunch and said, "It's because of me actually." Aelita and Cheetor were surprised when Justin said that.

"You see, my parents weren't as rich as everyone else or had better jobs, so they couldn't afford anything for me and my sis. Just enough to get us food, clothes, and for a school or college education. So my sister and I could only find stuff that could have been just as useful in the scrap yard. Everyone thought that was kind of disgusting so they always called us the trash family."

"Alex saw things a little differently and thought what I could do by turning junk into something else was pretty cool. He's actually the only person outside my family to think so." Alex nodded at that. He thought what Justin could do was amazing, and the reason he wanted to be friends was because he wanted to, not for what he could give him.

"So it can't be helped if they think about me like that. Nothing I do is going to sway them, so I just hope for the best and am thankful for what I have now and for the friends I have." Aelita looked a little hurt for what she said a little while ago.

"But now I'm thankful even more because I got to meet the Maximals, and you." Cheetor was touched by what he said, and Aelita was too. She had no idea that his whole life was full of hardships, and yet he still showed no grudges against anyone. She seemed to have a better understanding of Justin now.

* * *

**After Lunch

* * *

**

Cheetor went back on guarding the kids from the shadows and out of sight. The trio decided they could spend time at the library. Which was also a mission objective; they were going to check out a World Atlas for the Maximals to complete their map of the planet.

As they searched for it, they didn't take into account that Josh and Brad had followed them in. They thought the best way to get to the girl was to separate them in a big place, and the library was one of the biggest and most empty place in the entire school.

They saw the three split up and saw the girl they learned was named Aelita, go into the Reference section. Josh followed her while Brad went after the two losers to try and keep them busy. Either way she was going to be his girl, and what Josh Weldon wanted, he got.

**

* * *

In the Reference Section

* * *

**

Aelita was looking through from shelf to shelf, trying as hard as she could to find a book on information, any information that would help her find any clue about anyone that was like her. Justin said to her that they would find the Atlas book. He said she could look around to read any book, so she went to the Reference Section seeing that the Librarian was out to lunch.

She spotted one book that looked interesting, Aliens: Is the Truth Out There? "Hmm, this seems interesting enough. It might have something about me and the Transformers." She went to the section, completely unaware that she was being followed. She went into the Science Fiction center and found the book she was looking for. As she pulled the book out, she turned around only to bump into a boy who was bigger and older than she was.

She recognized the boy as one of the two who tried to tackle them, Josh Weldon. He smiled at her, and that made her feel a little uneasy. She was about to walk away until he spoke, "Hey cutie, name's Josh. I hear your name's Aelita. From my guess, it's a name that holds much mystery to it. A mystery I'd like to 'uncover', if you know what I mean."

Aelita did not like the way this guy was talking to or looking at her; she wished Justin were here.

* * *

**Meanwhile

* * *

**

Justin and Alex were being pushed around by Brad in order to make sure they couldn't get to Aelita or Josh. Justin and Alex had found the Atlas, but now they were trying to get past the bully. "Hey man, we're not in the mood for this. Okay?" Brad pulled up Alex by the collar of his shirt like he was about to slug him one. "Funny, cause I'm in the mood for a good smackdown."

Justin stepped up and tried to get Brad to let his friend down. "Hey Brad, just knock it off, okay?"

"Knock it off? KNOCK IT OFF!", Justin could tell this guy was pissed off. He could tell because he put Alex down and picked Justin up the same way and slammed him back first into one of the book shelves very hard. "I'LL KNOCK YOUR LITTLE NIMROD HEAD OFF, YOU…"

But before he could finish or could do anything, Brad was knocked over the side by the Atlas book that Justin and Alex had picked out. Brad was out of it by one blow as he let Justin go and fell down on his side, completely unconscious. "Thanks, Al.."

"Sorry, but you're way off, Justin."

Justin looked up before he could finish thanking Alex, only he was still sitting on the ground trying to collect himself from the lack of air. He looked up and saw Toni Watson, holding the Atlas, and held out her hand to help him up. He accepted it, and was helped up. Alex got up as well, still feeling a little out of breath.

"Uh, thanks. I think." Justin was a little confused at this situation; seeing is how a girl who hated his guts would suddenly help him and his friend. Toni just turned away and he swore he saw her go crimson for a minute, "Yeah whatever. I'll go help your friend here, you've got to go help Aelita from getting nabbed by that playboy Josh."

"What!"

* * *

**Back with Aelita**

* * *

She was trying to get away from Weldon but he grabbed unto her and it was starting to hurt her. "Why don't you just say that you go out with me, huh?" Josh had tried every pickup line he had done in his high school years and this girl was not going for any one of them. He got so frustrated with her talking about that loser, Seyvont that he just wanted to slap her here and now.

Aelita wasn't liking this guy anymore than she did of that girl from English class. He had said some awful things and now he was telling her to lose Justin and hang out with him from now on; he was nastier than that girl was, "Let go of me! I don't even like the kind of person you are! You're nothing like Justin at all…"

Before she could finish, Josh slapped her across her face and she fell on her knees. She touched the side of her face where he struck; now she was even more scared of this guy. They both didn't notice that the lights began to flicker as some of the computers went haywire, as did the phones. Josh was wondering 'What the heck', but didn't notice that Aelita was in a trance for a moment as her eyes began to glow white.

Justin saw where they were and went in that direction; he just hoped that he wasn't too late. But was more weird was all the commotion that was going on.

* * *

**At the Axelon

* * *

**

Rhinox was working on the computer console, while everyone was busy doing something else. Just then, a map flashed on the screen and he saw tiny little red dots just suddenly flash on and off. He noticed they were all over the world going off. He suddenly realized what these were.

"The stasis pods…they're all still functional!"

Rhinox began recording all the locations as best as he could. "Optimus will need to know about this right away. Fast."

* * *

**At the Inferno**

* * *

Blackarachnia was just relaxing near the computers; everyone else was busy hunting for Energon or scheming on the next plan of attack. She had been left on monitor duty and nothing was happening, until the computer lit up and showcased a bunch of red dots in different locations all over the world.

"So, Blackarachnia, what have you found here? Yess."

She was startled and turned around to find Megatron looking over her shoulder. She thought, 'Sheesh! Doesn't this guy give a warning before he sneaks behind you?' "I'm not sure. They seem to be giving out a Maximal beacon. But they're not moving anywhere."

Megatron knew what they were now. "Ah, the stasis pods. Yess. They must have fallen off the Maximal's ship when they crashed here with us." He turned to Blackarachnia. "Hurry! Try and map their locations before we lose the signals. Yess."

Megatron may not have the Key, but as soon as his forces were ready he was going to get something even better: reinforcements.

* * *

**Bach at the Library**

* * *

Everything had returned to normal as Aelita was slowly getting up. Her eyes had stopped glowing as she did; but Josh grabbed her by the wrist and made her look at him. "Now you listen to me, you witch. We can do things easy or hard. You can either be my girl, or I'll make Seyvont's life a living hell if you decide no. And trust me, if you thought I was tough when we met, then…"

"Let her go, Josh!"

They both looked to see Justin, with his fists balled up and ready to fight. Aelita could never be happier to see him, "Justin!" Josh, however, wasn't, "back off Seyvont, this doesn't concern you."

He then saw the slap mark on her face and Justin just lost it. "It does when you hurt my friend." Josh didn't see it coming, but Justin had run up and slugged him one in the face as hard as he could, causing Josh to let go of Aelita as she ran beside Justin.

Justin could not believe what he had just done; he punched Josh 'the Animal' Weldon in the face. Josh had straightened himself out and looked at the two. All his life, bullying this kid he got lucky and sucker punched him. He was steaming now; he didn't care about the girl now, he was going to kill Seyvont this time.

He started to walk up to the two and stood in front of Seyvont, who was trying not to feel intimidated. "Alright, Seyvont, you want to fight then get ready. Because I'm going to rip out your he…"

THWAKK!

Josh was in a whole world of pain now as he slumped to the ground, moaning in pain. Before he could land a punch on him, Aelita stepped up and kicked him in the Gonads as hard as she could. It was such a fast and powerful, that he fell down and passed out from the pain.

Justin was stunned from this sudden turn of events; not only did he punch Weldon in the face, but Aelita kicked him in his 'marble sack'. He thought, 'I guess she took Rachel's advice to heart.' Aelita turned around to face Justin and just hugged him for dear life. He hugged back to comfort her. "Uh, Aelita. I think we might have to leave the library before he wakes up and not in the best of moods."

She broke the hug and nodded. They left but not before they checked out the two books and got to the next class before the bell.

* * *

**Later on**

* * *

The three, now four seeing as how Toni Watson had unofficially become part of the group, had finished the last three classes. Before that, Justin asked Aelita if she wanted to go to the nurses to have her slap injury looked at, but she shrugged it off seeing it would go away. Surprisingly, Alex saw that it was healing quickly; luckily Toni didn't notice it when she was heading to class.

Biology was loads of fun; Aelita had no idea that the human body had so many functions or complex organs such as the brain or skin itself was the largest organ on the body.

P.E., however, was a little difficult due to the coach being such a hardass. After that, she cleaned up and on her way to Theatre class, she bumped into Toni again. She decided to try and apologize to her and to thank her as well. She was a little nervous at first but just got it out with a bow. "Um, Toni. I just wanted to say thank you for your help in the library."

Toni just shrugged it off, but Aelita wanted to ask her something. "Can I ask you something?" Toni was just going to have to answer her anyway, whatever dumb question it was. "Why did you help us? I thought you hated Justin."

Toni softened a bit and answered, "I kind of overheard what he said on the roof. I guess it kind of got me thinking to ease off the guy." Aelita was a little surprised and worried; if she overheard them on the roof, then that means she must have learned about Cheetor and the Maximals. She nervously asked her, "Ah, when you overheard did you see anything out of the ordinary?"

Toni looked at her puzzled and answered, "Not really I was just going up the roof to get a bit of fresh air, but before I could open the door I heard you guys talking." She then got a thought in her head that made her smile like a fox. "Why? Were you and Justin making out after?"

Aelita was puzzled and asked her what 'making out' meant. Toni looked a little shocked at this girl, 'Is she really fifteen?', she thought. She would have to tell her later on as they got to their last class for the day.

* * *

**After school was Over

* * *

**

Aelita had joined up with Justin and Alex, but not before Toni joined up with them. Justin and Alex were a little uneasy with her around until she said, "I'll see you guys here tomorrow, okay?" This got the guys to look at this surprisingly as they saw her walking towards the way she went to get home. Justin thought, 'Toni Watson, being friendly with us? What the heck?'

It made it even weirder when she turned around and said, "by the way Justin, Aelita said you punched Weldon right across his face. Nice move there!" Justin was confused until Aelita told them everything. The boys asked her if she overheard about the Maximals or saw Cheetor. She said no and that got them relieved. She was puzzled about this and Justin explained, "You see, Toni's part of the school paper. She's sort of like a reporter, you know on the TV. She investigates and is known for her stories about unusual things happening around our town."

Alex jumped in saying, "Ya might say she's a regular fanatic about UFO's or legendary monsters." Justin nodded, "I think it's only a matter of time before she learns the truth about the Transformers. I think we might have to be careful around her when it comes to that."

Aelita disagreed, "I don't know, I think she can keep a secret about this." Justin took that into consideration; he guessed they would have to tell her about it, if she became a good friend and could be trusted with this big a secret. He would have to think about that later as they walked home. Alex went his separate way on his bike while Justin and Aelita walked back home.

* * *

**Seyvont Residence

* * *

**

The two teens had gotten home and Rachel welcomed them home with the biggest bear hug imaginable. "Ooohhh, I missed you guys all day. Come on in, you must be starving. I ordered out."

The three teens, including Cheetor who transformed into robot mode and joined in, walked in and ate out. Justin asked Cheetor if eating organic food was good, and he answered that the bodies were designed to take in organic food for the beast forms to stay fresh and be a second power source.

After dinner, Justin went up to his room to get his work done and Cheetor went up with him to read some of the books he had; he also wanted to get the Atlas to Optimus as soon as he could. He had told Justin about the transmission over his comlink that the stasis pods had somehow become functional after their dormant state after so long.

Meanwhile Rachel and Aelita stayed downstairs to have a little girl talk. She told her all about the classes, Toni, and Josh. After that, Rachel must have felt worse than anything else. "Aelita, if I had known about what would have happened I…"

Aelita stopped her and said, "Its okay. Everything turned out alright. I think Toni's decided to be a friend instead of a bully. And I think Josh will reconsider his attitude towards Justin and me." The girls couldn't help but laugh as Rachel remembered hearing about Josh getting kicked in his privates that hard.

After Aelita was done helping her, she decided to go upstairs to her room and start on her homework. Rachel sat on the couch to think about something. She also heard that Justin slugged Josh when trying to help Aelita; in all his life he never stood up to that guy, until now.

She smiled as she sipped her coffee and thought, 'I guess it was bound to happen sometime. Those two don't know it yet, but I think they're becoming more than just friends.'

* * *

**Next Chapter: the Quick and the Deadly**


	12. Quick and the Deadly

**Beast Wars**

**

* * *

Chapter 11: The Quick and the Deadly

* * *

**

A few days passed and the gang was all assembled in the Axelon. They all sat down in front of the main console with Optimus, standing in front of them, facing them like a leader as he was attending his troops. He looked around to see that everyone was here; the kids and all of his crewmembers, including Dinobot.

Right now was the most important mission of all things, aside from protecting Aelita, was to rescue the rest of his crew; which were now helpless seeing that the Predacons could reprogram them into Predacons. So now he would address the situation.

"Listen up, Maximals. It's been 4 million years when we crashed here. In the process, we lost our crew of thirty and were scattered all over the Earth." The Maximals nodded in agreement, as did the teens, and they all knew where this was going.

"And now, in this time, the stasis pods have reactivated." Rhinox got up and activated the Holo-Navigator, and a map of the world, courtesy from the Atlas that was brought over by the efforts of Justin and Alex; was shown. And on the map, there were tiny red dots flashing in many different locations all over the world.

"Most of the locations have been pinpointed but we need to get to them as quickly as possible. Unfortunately the pods' beacons went off before they could show up again, so we'll have to go to the last one that was on." Rattrap was the first to speak up. "Oh yeah? And where are da first pods located?"

"Justin." Optimus motioned Justin to step up. Justin got up and walked up to the Holo-Navigator, and typed in a few coordinates. The map then showed an island continent near the coast of North and South Korea. It then zoomed in on one of the islands close to the island. Justin pointed at the region of islands and gave his theory. "The coordinates state that two of the first pods, are located here. They're both on the second island of Okinawa, Japan."

Tigertron then asked, "What is this land like? Won't other humans catch sight of us when we get there?" Justin had an answer for that, "Well actually those are good questions; first, the islands of Okinawa are mostly untouched by modern technology and is mostly forests, only housing ancient temples from the warring era of Japan. There are a few farming communities so there won't be that many people to catch on that you're there."

Optimus answered, "But just to be on the safe side, I'm sending in a group of five for this mission. The group will be consisted of Cheetor, Dinobot, Justin, Air-Razor, and Aelita." Aelita begged Optimus to go on this mission when she found out about the pods. He would have protested against this, but he knew she wanted to see what was outside these mountains.

"Cheetor! Remember, I placed you in charge of guarding the kids, so don't let me down, okay?", asked Optimus. The young Maximal stood up quickly and looked at the big bot and saluted, "You can count on me, Big Bot." Optimus had to chuckle at cheetor's anxious behavior.

As the team of five was getting ready to go through the newly constructed Transwarp Gate, Rhinox walked over to Justin to give him a last minute briefing. "Now Justin, you remember what I taught you about protoforms in case there's something wrong, right?" Justin nodded; he remembered everything that Rhinox taught him. He learned about protoform repairs and what tools that should be used.

As soon as everyone was ready, they went to the Transwarp Gate to get going. They got to the gate, which was located fifteen feet away from the ship. It kind of looked like the Stargate from the movie of the same name, except hooked to it by a power cable was a control console which Rhinox was sitting at, typing in the coordinates for the jump. On the other side of the gate, was a chamber connected to it, and in the chamber were unstable Energon crystals; powering the gate up.

The three Maximals transformed into Beast mode while the two teens got their backpacks at the ready. Rhinox was a little unsure if the gate would work, but it was ready as it was ever going to be. He muttered, "Here goes nothing." He typed in a few commands and the machine hummed to life. The gate's inner circle began to light up and then came a blinding light that everyone had to shield their eyes from.

As the light dimmed down, everyone was able to open their eyes again and see the gate. In the center of the ring was what looked like a rippling pond reflection of the cave wall. Optimus spoke to them one last time, "Remember everyone, the only way for you to get back is to make sure that the comlink isn't damaged. It acts also as a beacon for your position for the gate to reopen for you to come back." Justin and Rhinox had made one more modification to the new comlink: they made it into an internal attachment for all the Maximals. Meaning that the comlink was now internally inserted; it not only functioned as a com, but also as a Traswarp gate beacon if they ever wanted to go back to the base from far away.

"Don't worry Big-Bot. We'll still have our heads on our shoulders.", Cheetor said. Dinobot snarled, "If you can still keep yours from getting blown off." Cheetor glared at Dinobot for making that remark. Justin saw Tigertron go over to Air-Razor and say something to her that caused her to hug him.

Alex walked over to Justin, shook his hand and said, "Now when you guys are done, make sure to get me a souvenir, okay?" Justin just had to laugh at that, he loved it when Alex put in a sense of humor in any situation.

"Okay, everyone. Its time." The five had packed and stepped forward to the gate. First it was Dinobot, then Cheetor and Air-Razor, and finally Justin and Aelita. She held his hand tightly as they went through the gate. Optimus watched as the five went through, "Good luck everyone"

* * *

**Okinawa, Japan**

**The Second Island**

* * *

The land of the second island of Okinawa was something to be amazed at, especially the forest. The land looked as if the hands of man hadn't touched it in a while. Over the hills you could see a small farming community, and beyond that the Sea of Japan was something else to look at.

Just then, on a hill, a circle of energy opened up in a split second. And out of it spewed out the three Maximals and two teens; they all fell flat on their butts as the Maximals, who then reverted to Beast Mode, got up and helped out Justin and Aelita. Dinobot looked around the area, and was amazed at the view. He pondered, 'So this is where the humans from long ago fought by the way of the blade.'

"Even now, the air smells the ancient aroma of the battlefield.", he said out loud. "What are you talking about, Dinobot?" He turned around to see Air-Razor. "I was merely pointing out that this area would be perfect for the birth of a new Maximal warrior.", he snarled. Air-Razor shrugged and took flight; she would be the lookout in case the Predacons spotted them.

Justin pulled out a GPS-looking device and activated it. Aelita walked over with Cheetor by her side, "Excuse me, Justin, but what is that?" She pointed at the device he was holding and he explained, "I redesigned this thing to look for stasis pods; if there's one in this area, the device picks up the beacon it gives off and tracks its location." Cheetor was amazed by this, "Ultra-Gear! Finding the pods now will be a cinch now." The device picked up the nearest signal and Dinobot stepped up, "Well then, seeing that your device has tracked it, why don't you lead the way.", he said with little patience. Justin ignored it and followed the way to the pod with the others, and Air-Razor following them in the sky.

* * *

**Okinawa, Japan**

**On the Other Side of the Second Island

* * *

**

It was an ancient Japanese burial ground, surrounded by a holy temple, the Kansai Holy Mountain Temple. It was covered in cherry blossom trees and was high in the mountain; it was built there over six hundred years ago. But even after all the years, only one family has stayed behind, the Konoe Family. The Konoe Family was known, even back in the old days, for their skills in healing or exorcising ancient demons from the land. Unfortunately, this day those techniques of vanquishing demons were of no good.

The servants were all running away from fireblasts as the Predacons, led by Megatron, attacked in Robot Mode when they blew open the gates. "Tarantulas! Are you sure this is were the pod is located!", Megatron asked. The Spider-Predacon looked at his scanner and it bleeped, "The scanners aren't mistaken, Megatron. The scanners show that the pod is in the center of this structure.", he said as he led on.

Inside, a man in his forties with black hair and dressed in a priest's kimono, closed a sliding door as quickly as he could. He turned around to prepare for the intruders, only to come face to face with a purple faced humanoid robot who was taller than him, and looked like he was part dinosaur, and behind him were even more robots. "I take it you're in charge here, sir?" He lifted him up by his T-Rex head hand, clenching him between the jaws, making sure he wouldn't bite him in half.

"Then perhaps you can help us. Yess. We're looking for the stasis pod. It's coffin shaped only metallic and on it are what look to be computers. Seen or keep anything like it?" The man answered with his face unchanged; cool calm and collected with his eyes squinting, in perfect English, "I'm sorry but I have no idea what you're talking about. We are just a simple holy temple…" Megatron was getting agitated now. "My patience is wearing thin, human." He looked over to Inferno and signaled him to come forward.

He did so, and carried with him with one hand, a girl who was fourteen, had black flowing hair, brown eyes and was dressed in a light pink kimono with Cherry blossom petal patterns on it. He held her by the back of the kimono's collar as the girl held on to the front, making sure she wouldn't choke.

The priest was shocked and horrified as to who they had captured, his only daughter and child, "Konoka!" Megatron grinned at the human's distress in his voice. "Ah, so you know her? Well then, I suggest you tell us what we want to know, or Inferno will turn her into a human matchstick." He then looked towards Tarantulas and said, "And trust me, if I wanted to I would give her to him. He'll probably take his time with her. Yess".

The priest paled and gave up in defeat. "I know of what you speak of. I will take you to it, just please, let my daughter go." Megatron put the man down, and ordered Inferno to release the girl. She immediately ran out of the room and out of sight.

The elder priest motioned them to follow them, but not before Megatron gave Waspinator an order. "Make sure you follow the girl. I don't want any unwanted attention to spoil what I have planned. Noo" Waspinator understood and reverted to Beast Mode and went outside in the air; in order to not be spotted by the girl.

**Down in the lower Part of the Temple**

The priest led them to a part of the temple that hadn't been entered since the Meiji era. It was an old holding blockade; they could tell from the fact that some of the cells had a skeleton or two. Tarantulas chuckled, "Such a gloomy place, devoid of life, light, hope: my kind of lair." Terrorsaur muttered, "Yeah you would"

They stopped at the end of the hall; in front of them was what looked like a mini shrine. In the center of it was a cloth covering something. The priest pointed towards it and looked at Megatron, who transformed back to Beast Mode, "This is what you seek. Our ancestors found it buried in the ground during the Meiji Revolution and thought it to be some kind of offering from the ancient spirits. But I would never suspect it was one of you.", he said the last line with distaste.

Megatron brushed it aside as he let Tarantulas walk over and knock the offering table out of the way. He pulled off the cloak and saw the pod, completely unharmed and still functioning. He chuckled, "Fully functional and ready for reprogramming, Megatron." The saurian gave the Okay, and the Tarantula began to work reprogramming the protoform into a new Predacon.

* * *

**Back with the Maximals**

* * *

Justin had led them to a forest area, deep within the mountains. The area was filled with trees as tall as buildings and hills and crescent pathways carved from earthquakes. They had all stepped and sat down for a breather, while Air-Razor was perched on top one of the trees, looking down on the others.

It seemed on the GPS scanner that the pod was somewhere located in the area they were in, but to no avail, they were unable to locate it. After an hour they decided to take a break to rest. Cheetor asked wearily, "Are you sure this is where the pod is Justin?" Justin looked at the device and to Cheetor, "It's working, but I think there might be some underground Energon deposits are messing with it." Dinobot just snarled, "Maybe your device isn't as effective as you thought it to be, Seyvont."

Aelita shouted, "At least it got us this far, Dinobot! You should be more helpful, you know!" He just turned his head and said, "I'm a warrior, not a miner or explorer. A useless child like you should know that." That struck a nerve in her as she shook with anger at the raptor, "You are the most sexist…I..I'm embarrassed to even know you!"

As she outburst, the ground, as well as the hill, seemed to be shaking and cracking. Air-Razor noticed this, as did Cheetor. She continued, "Everyone does most of the thinking and hard work, including Justin, but all you do is play soldier!" Dinobot looked at the hill and ground and seemed to notice that the more Aelita got angry, the more the place around them shook up.

'Could this be her power?' Dinobot thought as he got a little nervous. He spoke out, "Uh, maybe you could calm down." She shot back, "NO! I'm through with calming down with you! From now on, YOU'RE ON YOUR OWN!"

As she finished her claim, the hill exploded behind her, and they were all showered with dirt. She had calmed down after that and looked behind her as Justin walked up beside her. She just looked at it in disbelief, coming to the realization that her anger caused this. She turned to Justin and asked, "Did…did I do that?" He just nodded as Cheetor walked up and said, "Remind me never to get you miffed."

Just then, Cheetor spotted something in the dirt, something shiny. He ran up to it and dug a little dirt off. "Hey guys! I think this is it!" Everyone ran over as Air-Razor flew down to help with the digging.

After a few minutes, they had finished digging the pod out and saw it was completely intact and fully functional. Cheetor looked up to Justin, "Way to go, J-Man! You and Aelita found it!" Dinobot muttered, "I suppose you two did do a commendable job." Air-Razor, now in Robot mode, walked up to the two and turned to Justin. "Well, as Rattrap would put it, 'let's crack this egg open and say Hello'."

Justin did, but first he would have to check the pod if anything was wrong. Rhinox had told him that even the slightest problem could cause disaster for the protoform. He flipped open the console for the pod and did a system's check. Cheetor walked over and sat near Justin, Aelita did the same and asked, "is there anything wrong, Justin?" He answered, "there doesn't seem to be anything wrong. Everything's functional: Locking chip, logic circuits, everything's in perfect condition." Dinobot walked up, "Then is it best now to activate the protoform?"

Justin nodded and typed in the commands, "Computer, begin activation." The computer remained silent. "Computer?" The pod's computer spoke up in a male monotone voice, "Incorrect command" Justin looked a little embarrassed and said, "Okay, then uh, do the thing that you do to give the protoform a beast mode."

"Requesting scanning and replication of local lifeforms for Beast Mode."

"Uh, yeah that's it."

The pod opened a compartment and out came an antenna looking device. It created a beamwave that washed over everything, scanning for a lifeform. A few feet away the beam swept over a fox that was watching, and then ran. The pod hummed with life, and from the hatch everyone could see a light from inside. Aelita said, "It's amazing" Justin nodded in agreement.

The pod stopped and opened the hatch; mist came out, and with the mist out jumped a red, white, and black fox. It turned around and faced them, then snarled at them and got into a position like she was going to attack them.

Everyone stepped back to give the fox space. Cheetor spoke out, "Hey, relax we're here to help you." The fox then shouted something that no one could make out, but from the high pitch, they could deduce that the Maximal was female, possibly Cheetor's age. Justin said, "I think when the pod crashed, it might have damaged her speaking mechanism. Either that or she might be speaking Japanese."

That option might be possible, considering she said something in Japanese. He remembered that the pod can also not only scan for a form for replication, but also knowledge and language of the area they're in. Cheetor transformed to Robot mode, and that only got the fox more agitated. He spoke out, "Hey calm down! I won't hurt you. We're your friends; you're a Maximal, like us. Right guys?" Everyone nodded in order to get the fox to believe them.

She said something in the tone of Japanese, "Foxfire—MAXIMIZE!" The fox had transformed into a young teenaged female humanoid robot that was colored electric pink, silver gray, and red. Her figure was slim, but definitely female; she had the same transformation design as Cheetor, but was different. She was two centimeters shorter than him. Her upper legs had patches of fox fur on the outer side of her legs. The fox's head had become her breastplate and the two front legs were crossed on her back with the tail. She had red lower arm guards and on her hands looked like paws covering the top of her hands. The toes to her feet were silver and looked like paw toes. Her head was red and electric pink, and on the back of it, there were five small tail-like structures that made up as hair. Her faceplate was silver gray and her eyes were electric pink as well.

Cheetor couldn't stop looking at her; to him she was the prettiest fembot his age he had ever seen. She walked up to him and to everyone's surprise, she pulled him down and kissed him. It lasted only a minute until she pushed him away, and surprised everyone when she spoke in English. "If you all are really my allies, then tell me where I am."

**A few Minutes Later**

They had told her everything for what happened after they had crashed. She immediately bolted up and said, "Then should we not look for the second pod? If it is here then we must…" Before she could finish, they heard some footsteps coming, and before the Maximals could go into beast mode and hide, a girl came out of nowhere and bumped into Foxfire.

They were a little surprised by her appearance; she had looked like she had been running for quite some time. When she got up, she saw the robots that looked similar to the one that attacked her home. She was about to run until she saw the boy and girl.

She pleaded, "You have to help!" She got up and ran into Justin's arms, as he was a little shock from this. Aelita suddenly felt tightness in her chest and felt completely upset that this girl ran up to Justin and was holding him. "Please, you must help! There are strange robots attacking our head temple; they have my father as a prisoner." Justin and the others then realized that the Predacons were here, and must have been searching for the other pod.

Suddenly they heard a slight buzzing sound and Dinobot recognized where it came from. "Waspinator. Everyone, take cover, Now!", he said as silently as possible and they did so. As soon as it was quiet enough, they were able to see Waspinator buzzing around; he must have been looking for the girl, considering he was complaining about the task of finding her.

"Megatron give Wazpinator grunt job. Wazpinator doesn't need to take it. Wazpinator is greatest of Predacons."

The wasp felt someone tap on his head and he spun around; finding Dinobot standing there, not too happy to see him. "Dinobot!" He immediately took to the air, heading straight for the mountains. Dinobot called towards Air-Razor, "Follow him, see where he goes and report to us immediately!" "Got it!", Air-Razor said as she converted to Beast Mode and followed Waspinator.

Cheetor walked up to Dinobot and asked, "Shouldn't we call for back up?" Dinobot turned to him and said, "We are the backup; Optimus won't be able to get here on time, and right now, we have to plan on a way to get in."

Then Justin walked up with Aelita and the girl they both learned was named Konoka. "But what if they've already transformed the protoform into a Predacon? We'll be outnumbered." Dinobot snarled, "Then we will just have to fight this smartly." He then turned to Foxfire. "Are you prepared to fight against impossible odds today, child." She stood straight up and with a look of total determination and said, "I will, and I will not let any of you down."

Dinobot smiled and said, "Then once Air-Razor reports, we will attack at night."

* * *

**At Night**

**The Kasai Holy Mountain Temple

* * *

**

The Predacons were all over the temple guarding every key point, waiting for the Maximals. Waspinator had returned to report that Dinobot was in the area, and if he was there so were Optimus and the other Maximals. Megatron gave the order to surround the area and awaited the Maximals to try a surprise attack.

Near where inferno was guarding, he heard squawking and looked up. He saw air-Razor flying up head and waved at him. "An invader comes from the air? It will burn by my hands!" He activated his jet flight mode and flew after as she sped away. He radioed the other flyers, "All flyers, I have spotted the Hawk headed due west. Backup is necessary!"

Megatron overheard the transmission, and then turned to a figure in the shadows. "Well, it looks like there will be a chance to test out your skills in real life than in a simulator. Yess." The figure in the shadows disappeared without a sound.

**The lower levels of the Temple**

Tarantulas and Blackarachnia were guarding the elder priest in one of the old cells. The elder was just sitting and waiting for who knows what. The two spiders were unaware, but a figure was up on top of them. The figure pounced on the two, startling them. What they saw was what looked to be a Maximal they had not seen before.

Blackarachnia stood battle ready, "so the Maximals have got a new runt in the litter. I'll say this much, you don't look like you'd put up much of a fight." Foxfire got into a fighting stance as well. "Then do what Cheetor would say, 'bring it on, sister'."

The she-spider lunged forward and they began fighting with their fists and feet than with their guns; relying on their Cybertronian martial arts. Tarantulas watched in amusement, until he picked up a familiar scent. He went into beast Mode and crawled up the ceiling going up the way to the high levels.

Blackarachnia tried all she could, but she couldn't land as many hits on the girl. She was pretty quick and agile, and it almost seemed like she was dancing in some way. They continued to fight until Foxfire used Blackarachnia's momentum and threw her into a wall, causing it to crumble and had her fall out with Foxfire along.

The priest heard footsteps coming quickly and found his daughter with another girl. He went up to her and they both hugged each other as soon as Aelita got the door open with a lock pick; a little something Rattrap taught her. "Oh my daughter, I thought you would have been captured" he then looked to the girl. "Thank you so much, child" Aelita blushed with embarrassment, and told them to follow her to the top.

**Back in the Air**

Air-Razor was dodging all the firepower of the flyers as she led them away from the temple. "I think it's about time for some turbulence." She immediately sped towards them with her jest to Maximum Burn.

She went past them so fast that they were thrown back with such tremendous force. She stopped in mid air, and the three preds went past her, heading towards the ground and then a slight thump accompanied with a small explosion.

"Well, that takes care of that" But before she could return to the temple, something zoomed past her and slashed at her back. She immediately screamed in pain and fell down towards the ground. Before she reached the trees, she was caught by what looked like a purple claw with orange stripes on it.

"Sorry my dear, but is would seem you weren't much to the task." The figure flew back to the temple with Air-Razor in claw, hoping to find a worthy opponent that could outlast him.

**Back at the temple**

Justin was walking down one of the hallways. On his way through, he had found the second stasis pod empty and with a Predacon programming chip. It seems the Predacons had reached the pod first, and the question remained: where was the new Predacon?

He was so deep in thought that he didn't notice tarantulas on the ceiling above him until he jumped on top of him. Justin was freaked out from the fat that the spider had him. Tarantulas chuckled, "surprise, boy" Justin rammed with all his might, his back against the wall with Tarantulas getting crushed and easily fell off.

Justin took a breather and said, "Sorry, Spidey, but I don't have time to play with you." As he walked forward, Tarantulas jumped in front of him. "Oh, I insist that you make time." He then lunged at him with blinding speed.

* * *

**Outside**

* * *

The two-fembot martial artists were still fighting each other, neither one giving up. Until they both jumped apart and pulled out their weapons and started shooting each other. Foxfire pulled out two dangerous looking firearms that looked like they were designed to shoot out high calibur bullets at high speed. And they did so as she fired at Blackarachnia, while she fired at the kid with her missile launcher and spiderleg machine guns.

Foxfire put her guns away and jumped, dodged, and maneuvered towards Blackarachnia. She got to her without too many scratches and grabbed her arm that was holding her missile launcher as she converted it to her cyber-venom shooter. They were locked together, struggling to point the dart at one another. Blackarachnia strainly said, "Agile, flexible, and fast. If you weren't a Maximal I'd would've actually liked you like a sister."

"I would never have a sister as evil as you!"

"Too bad"

Blackarachnia was gaining more strength, but Foxfire saw that to an advantage. She let go with one of her hands and knocked the gun out of Blackarachnia's and in a spinning motion, it was in Foxfire's hands and pointed directly at the she-spider. Blackarachnia said nervously, "H-hey come on now, you wouldn't shoot a fellow lady now would you?"

She fired the dart into her face and Blackarachnia began to feel the effects of the cyber-venom as she collapsed, Foxfire threw the gun down and said, "You are no lady." She ran towards the spot that Air-Razor said Dinobot and Cheetor would ambush Megatron.

**Outside**

Tarantulas had pushed Justin outside near a cliff not far from the Temple. He pinned the boy down, and tried push him off, but the boy proved that pushing him off would be difficult. Instead, he sunk his fangs into the boy's right shoulder. Justin yelled in pain, but the bite gave him enough to adrenalize himself to kick Tarantulas off him.

Now Tarantulas was getting ticked off; this boy would not give up. "You can't win, child. The venom is already coursing itself inside your system. Besides, I'm your superior!" Justin slowly got up, feeling the effects of the venom and knew he didn't have enough time. So he yelled out, "Stick it up that huge butt of yours, Eight Eyes!" Tarantulas lost it and ran straight forward to Justin. Justin then scooped up some dirt and threw it straight into Tarantulas' eyes.

He moved out of the way to let him go off the cliff. Tarantulas fell, hitting the sides of the cliff, until he fell flat on his back on the ground and went into stasis lock. Justin looked down and laughed a little, "That'll teach you to mess with humans, buddy." He then passed out on the ground, unable to fight the venom anymore. His last thoughts before he passed out were that he wished he could warn the others about the new Predacon.

* * *

**The CenterTower of the Temple**

* * *

After knocking out Scorponok, Dinobot and Cheetor made their way to the door. Cheetor grumbled, "I still think I should have gone with Foxfire; she might need back-up." Dinobot turned around and asked, "are you saying that because you wanted to help, or that you wanted to go with her in the hopes that she would kiss you again?" Cheetor stopped talking and just blushed for a moment at the memory of that. He would have to ask her why she did that. They walked on in; it was a huge room with the ceiling at least three stories high. It was almost big enough to be an arena.

"Well, I was wondering when you would come in. Yess"

They both saw Megatron, in Robot Mode, pointing his dino head blaster at, to the Maximal's surprise, Aelita, Konoka, her father, and a barely okay Air-Razor. Aelita apologized, "I'm really sorry, I didn't think he'd find us." The two Maximals growled in frustration and anger. Dinobot demanded, "Let them go, Megatron! Face me; you have no one else to protect you now!"

Megatron grinned and that got Cheetor and Dinobot worried; what trick did he have left up his sleeve. "Oh, really? I don't think so. Noo" Just then, Cheetor cried out in pain as he fell to the floor. Dinobot turned around and then saw Cheetor kicked to the other wall to the left. It was so fast that he didn't see a thing.

Megatron then laughed and said, "Why not come out and introduce yourself, Manterror!"

Dinobot turned around and saw something move in the shadows, and it walked out. It was a praying mantis around Dinobot's height, its colored light green with light purple and orange stripes on its claws. Dinobot could tell, by the look in it's insect eyes, that this Predacon was hungry, for blood.

Megatron chuckled, "Allow me to introduce my new Quick-Strike Strategist. Manterror is so powerful, that he was able to take out your air reconnaissance out, even in his beast form."

But I'll make you a deal. Yess. If you can defeat him, I will allow the humans to go free and me and the rest of the Predacons will leave this place, never to return." Dinobot would have to agree to the deal, but he felt a 'but' coming on here. "But if he defeats you…I will stay here and make this temple my new secondary base of operations; I find this place quite peaceful. And I will also be taking the Key here as well."

Aelita was now scared that if Dinobot lost, she would have to go with the Predacons. Just then, foxfire came out of nowhere, in beast form, and transformed and stood in front of Dinobot, facing Manterror. She said, "I will be the one fighting him, you can take Dinobot on if you choose, Predacon."

Megatron just had to laugh at the new Maximal's enthusiasm and plucky attitude. "Very well then, a double or nothing fight then." He walked onto the center, facing Dinobot. Manterror clucked his mandibles together and backed away a little. "I'm afraid I wont go easy on you just because you're a lady.", He said to Foxfire. She replied, "That is fine by me."

"Manterror---TERRORIZE!" The mantis transformed into an odd-looking male humanoid robot, with light green translucent light purple. The mantis' arms remained the same, but the claws seemed to have a purple buzz saw blade sticking out of each of them. His insect legs folded in the back, but didn't get in the way of his insect wings. His chest and pelvic area were the Mantis' neck and head. His face was just horrific; it seemed less robotic than insect. It was light green and the top and eye part was purple. His eyes were blood red and was also sporting a very sharp tooth grin.

They both began to fight as Manterror made the first move. He lunged forward with his claws sticking out, but Foxfire jump-dodged him and kicked him on the back of his head. He then got back up, on his claws, and ran towards her walking on his claws. She awaited the first move, but then he jumped back up and struck her with a quick reverse backhand. She skidded across the room and hit the wall.

Megatron just laughed out loud, "This was the Maximal you recovered? Such a waste of time. Yess." Foxfire then got back up and in fighting stance again. Manterror laughed, "I like it when kids have a little bite in them. For that, I'll give you one of my favorite attacks. The Blade Top."

All of a sudden, his buzz saws activated and he started to spin with his arms out. He spun faster and faster, until he looked like a whirling tornado with his blades spinning with him. He charged straight at her, but before he got near her, Foxfire shot out her arm up and a grappling hook shot out. She hoisted herself up really fast, but that didn't stop Manterror. He shot up as well and followed behind her still spinning. When she reached up, she unhooked the cable and flipped behind him as he came up. She then connected her feet to the back of his head again and kicked him head first into the wall.

She gracefully landed on the ground like a cat. Cheetor began to awaken only to have a slight pain in his back. He then saw Foxfire get up from her landing, and saw the new Predacon Manterror get loose from the wall and land behind her a few feet away very stealthy. He moved behind her fast, ready for a chop to the neck, and before Cheetor could yell out, she spun around really fast and blocked it. Only to nearly get kicked, but she jumped up while still holding Manterror's arm and side kicked his face on the left side. He was thrown straight into one of the pillars that were holding up the room. She immediately took a quick breather and stood ready for another attack.

Cheetor was actually amazed at how quick and strong she was. Dinobot looked on, he was immediately impressed at the girl's strength, Megatron was getting fed up. He yelled towards Manterror as he was getting up, "Are you actually going to allow this..this..female teenager defeat you? Do something! Yesss!" Manterror was just as miffed as Megatron as he thought, 'I'm supposed to be invincible! How could this child be able to hold her own against me?'

He got up and launched his arms forward, and then the buzz saw blades shot out and headed for Foxfire. She tried to dodge them as fast as she could, but they cut her on her left arm and right leg. She yelled in pain from that, and before she could recover, Manterror was running towards her. He shouted, "To face Manterror is to face defeat!" She knew she wouldn't be able to dodge in time, so she closed her eyes and could hear Aelita and the others screaming for her to dodge.

_Slash!_

She slowly opened her eyes, only to be found in the arms of Cheetor as he jumped in and took the slashes for her. "how's it shakin', Foxfire?", he said weakly. She couldn't believe it; this guy who she met only a while ago, was willing to risk his life for her. Megatron saw this as an opportunity, "they've breached the one on one fight; I'd say you lose, Maximals. Yess. Manterror, finish off those two while I take care of the humans!"

"It's time for you two to face defeat, Maximals", Manterror said as he laughed maniacally. In a split second, the teen Maximals faced him with their weapons at the ready and fired. They must have shot off fifty rounds because after they did, Manterror fell on the floor, flat on his back and in Stasis-Lock.

Before Megatron could shoot the humans, Dinobot shot Megatron's dino head hand with his optic blasts. He went over to pick Manterror up and threw him at Megatron, then tackled them out of the room. Unfortunately, the room was actually a tower and they were near the outside cliff. They fell down until a thud could be heard.

Dinobot said, "it would appear that you've been given a first chance look at defeat, Manterror."

* * *

**The Next Morning**

* * *

Justin woke up suddenly, he found himself in a futon, with his clothes folded at the foot of it. He looked under the covers and saw he was wearing a Japanese style form of yukata for bed wear. He then looked onto his left and saw Cheetor, sleeping. It looked as though he was watching over him the whole night.

"Justin!"

He turned to see the sliding door open and in came Aelita. She was dressed in a light pink kimono with cherry blossom petals. He almost stopped breathing as he saw her dressed like that. She ran over to him and hugged him. He still didn't get over the hugging, he always got flushed. "I'm so glad you're alright; we found you unconscious after the battle." "Hey, it's alright, it takes more than that crazy spider to stop me."

After cheetor had woken up, the two explained to Justin that after the Predacons had retreated, the elder priest thanked them and allowed them to stay in order to regain their strength. Konoka came in a couple of times to check on Justin, much to Aelita's dislike.

Cheetor left to find someone; he needed to get something answered. He found her, Foxfire in Beast Mode, looking out towards the forest and over the horizon. She noticed him standing next to her. "Oh, hello Cheetor." He answered back, "Uh, hey, um, what you looking at?"

She pointed with her head to the horizon. "During the battle, I did not notice that this land is so beautiful. Is all of Earth like this?" Cheetor never thought about it; he never went as far as this place so he probably didn't have the answer. So he said, "I'm not sure, but maybe it's as slammin' as it is here." She had to giggle at his response; she had never met anyone like him on Cybertron.

Cheetor then got the nerve to ask her. "Um, by the way, I've been meaning to ask you something. Back when we reactivated you, why'd you kiss me like that?", he then blushed a little from asking that, still remembering that. She was a little surprised at that, but answered as she straightened herself out. "Well, it was the only way to obtain the information from your data tracks on the language you and the others were speaking in."

Cheetor then felt like he wanted to fall apart then and there, as he thought, 'that's why! Aw man, I've got the slagging worst kind of luck there is.' He said, "Oh, is that it? Well okay, I've got to go check on Air-Razor and Dinobot."

He left to go find the two adults, but he didn't notice that the little fox turned her face the other way to prevent him from seeing her face blush madly. She whispered, "and thank you, for saving my life yesterday."

* * *

**Next Chapter: Chain of Command**


	13. Chain of Command

**Beast Wars**

* * *

**Chapter 12: Chain of Command

* * *

**

After Justin and the others had returned from Japan, they told Optimus of the situation of which had happened. They also said that those in the temple, including the girl Konoka and her father would keep everything a secret and that the elder said they were welcome to come over to 'R&R' anytime. Aelita loved that idea, but felt a little concerned about Konoka being so close to Justin. She didn't know why, but it hurt her when she saw her so close to him. She would have to ask Rachel if what was happening was some kind of disease.

**A few Days Later**

In the Axelon, Justin and Rhinox were laying back in their seats near the consoles. They had spent all night scanning the areas for stable Energon deposits that might have been useful for anything that they might need. Justin, however spent much of his time looking through all the archives, trying to find information on the legend of the Key. If there was anything that could have been found on Aelita, there would have to be some facts in the legends.

Unfortunately it exhausted him and Rhinox both and they were fast asleep on the consoles. Rattrap came by and saw the two nearly drool on each other; he then noticed on the console computer giving off a reading of some pretty powerful Energon readings, more powerful than the Energon around them. He then walked over to the two and shouted, "HEY, WAKE UP SLACKERS!"

They both bolted straight up, Rhinox however fell out of his seat and looked up to Rattrap, glaring at him. Justin moaned, "Rattrap, we were up all night trying to scan for any usable Energon deposits. Don't you think we could've used the rest?" Rattrap just said, "Well, sorry, bub, but you've got a readin' dere'."

Rhinox took a good look at the readings and said, "This doesn't seem possible." Justin asked, "Why not?" Rhinox typed in a few commands and showed a map of the area that the Energon readings were coming from. "The readings indicate that the Energon seems to be stable." Now that got Rattrap and Justin's attention, as Rattrap asked, "so where's dis' Energon located?"

Rhinox pulled up a map and Justin was able to identify the location, "London, England. And the place is….Stonehenge." Rhinox turned on the communicators to get Optimus and everyone else in for this.

**London, England**

**Stonehenge**

All the Maximals had arrived to Stonehenge or the 'Standing Stones' was the name that Foxfire referred them as; they had arrived there at night where no one was looking. They were all in Beast Form so Rhinox was using a scanner that was fitted for his hooves. He looked at the structure and finally concluded, "This isn't a natural stone formation. Somebody, somehow…built this thing." Foxfire then said as she scanned the rocks, "but according to the scanners, the rock contains minerals that would predate the planet's fossil records."

Then Rattrap decided to point out his two cents, "Yeah, well excuse my error message, but I dought' dis' planet was uninhabited back then." Optimus was scanning the center of the monuments, and with a serious face, said to the others, "Something else is odd here. I'm picking up a massive Energon reading." He pointed to the center where an offering altar was. "It's under the altar."

Now Rattrap was shaking with nervousness as he looked at the stones uneasily. "Jus' like bait 'n a mousetrap; this place alternates my currents."

Rhinox scowls at his scanners as Dinobot approaches the altar. Rhinox had been pondering a problem when they first arrived on this planet. He pointed out, "You know, the Energon on this planet doesn't fit with its geology. It's hard to believe it could have formed naturally."

Everyone then turned their attention to Dinobot, as he was trying to push the altar. He spoke out, grunting while pushing, "However it got here, we must remove it before the Predacons do."

Just then Megatron, in beast form, walked from behind one of the standing stones. Everyone was preparing for battle, but he spoke out, "Ah, Dinobot, I see that Predacon chip still ticks inside your treacherous hide. " Then he shot out a look of pure hatred and determination. "And I think we will take it. Yess." Just then, Terrorsaur, Waspinator, and Inferno came out and transformed to Robot Mode and prepared to fire. "No Energon too small, I always say."

All the Predacons came out in Robot Mode and fired. The Maximals, still in Beast Mode, dodged and scattered for cover behind some of the standing stones. Optimus shouted, "Maximals—MAXIMIZE!" They all transformed into Robot Mode and got their weapons at the ready. Rattrap, Dinobot, and Foxfire were hiding behind a pillar close to Optimus, Cheetor, and Rhinox. "Yer' old buddies don't miss a take do they?", Rattrap asked Dinobot. He couldn't care less about answering, due to the massive explosions.

Optimus shouted to them, "Keep them away from the crystal!" Rattrap shouted back in a sarcastic tone, "Oh yeah, give us the dirty work." Scorponok fired at them, but Rattrap stepped out and shot at him with his stasis rifle, hitting the scorpion head on. Foxfire joined in and the scorpion was down, but Manterror jumped in and was about to attack them both, but Cheetor stepped in and fired straight at his head, sending him flying. He shouted in triumph, "Scratch two Preds."

Terrorsaur and Waspinator, in beast mode now, flew around for another pass. Tigertron shouted, "Flyers incoming" Optimus said, "they're mine!" He activated his jets and flew towards the flyers. Inferno was closing in on him, but Air-Razor made sure he didn't get to him by shooting at his jets. They immediately explode and he goes down, flat on his face. The two remaining flyers transform, but before they could do anything Optimus fires two missiles at them. The two flyers are hit and spin tail out of control, but Terrorsaur regains his balance. In a last ditch effort, he fires at the altar; he shouted, "If Megatron can't get the crystal, then you Maximals won't either!"

The missile makes contact, and a huge explosion sends both sides flying. They all hit the dirt and slowly get back up, only to hear a low humming sound. It was the familiar sound of Energon, getting ready to explode. Megatron, now in Robot Mode, looks at the crystal; it was small and dark blue, and was cracking, getting ready to explode. He shouted as he transformed into Beast Mode, "Terrorsaur, you idiot! You've released the crystal's energy. It's useless to us now; Predacons Retreat!"

All the Predacons retreated and fled the monument. Optimus and Air-Razor landed and joined up with the others; Optimus knew time was of the essence and shouted, "Maximals, transform to Beast Mode and prepare for an Energon wave!"

Now the Energon pulses were increasing as the Maximals were fleeing the scene. As soon as they were far enough, the Energon exploded, but not the way the Maximals knew about. Instead, Stonehenge glowed as the crystals released the energy, and was deflected upward into space like a searchlight beam. The crystal then burned down and the stones stopped glowing. The Energon crystal then shattered into a thousand pieces.

The Maximals stared in amazement as to what happened. Rhinox then concluded his theory about Stonehenge was true, "Like I said, those stones aren't natural." Cheetor spoke out, "just what in the galaxy was that!" Rhinox answered, "It looked kind of like a signal." He then looked upward into the night sky. "But to who?"

Optimus looked to everyone and said, "Well perhaps we'll learn the answer to that…someday." They then radioed Justin to activate the gate and send them back to base, still wondering where that signal was going to while on the way back.

* * *

**Back at Antigo

* * *

**

Justin was told everything about what happened at Stonehenge, and he was on his way to Toni Watson's house. He figured he might be able to get some help on the subject while not try to reveal the Maximals and Predacons. He figured Toni might help, considering she was pretty crazy about conspiracies like Bigfoot, the Yeti, and the Loch Ness Monster and so on. If there was a conspiracy on Stonehenge that might help out the Maximals, she might know of it.

He stopped by her house on his bike and forgot how big her house was. Her house was a two story house, like his, but it was nicer. He stepped up to the front door and rang the doorbell. In a while, the door opened to reveal Toni, with her hair wet and in a bathrobe. Toni was a little embarrassed that Justin came here, and she wasn't even dressed. "Justin! W-what are you doing here?" She motioned him in as she spoke to him a little nervous.

Justin went in and told her about this project he had; he wanted to do a report on Stonehenge and some myths that circulated around it, but it had to be mostly alien-related. After she came back, dressed, she said, "Well, I don't usually do favors…" Justin took Toni's hand and kneeled, "Please?" She blushed as he was holding her hand and she thought, 'what is wrong with me? And why shouldn't I help him?'

She finally gave up and said, "Well since you asked me, I'll help you out." She led him to her bedroom, and when he got in there, his eyes nearly bugged out. Her whole room was full not only of Goth memorabilia, but also had newspaper clippings of activities involving the paranormal and supernatural. He thought as he looked around, 'I wonder if she got most of this stuff from Agent Mulder from the X-Files.'

"Well if it's Stonehenge you're looking for…", she pulled out a huge file from her closet and gave it to Justin. "This is all the info I've got on it." Justin looked at the folder for a moment and at her. He said, "Thanks, this is going to help out a lot."

**That Night**

In the vastness of space, in Earth's orbit, it all seemed quiet and peaceful. Until the cold vastness of space crackles with energy, and then a strange wormhole opens up. Then out of the wormhole, a streamlined golden alien-looking probe pulls through it. It goes to the planet Earth and through its atmosphere.

* * *

**Area 51

* * *

**

The legendary base to where the great Roswell Conspiracy was real. But it wasn't a base of paranormal research; it was an experimental weapon base. Inside, one of their radar men pick up a blip. He said, "Sir, the radar just picked up something going into the…" then all of a sudden, the blip disappeared. "Wait a minute, there was something but it's gone." The man standing behind him looked like he was in his twenties, had blonde slicked hair, and sunglasses with a black FBI suit. The man concluded, "It must have been a radar ghost, get back to work."

He walked away thinking, 'this isn't the first time something like this has happened; that strange explosion in Antigo, strange creatures in Nairobi, and then last week a giant mantis spotted in the sky fighting some hawk human.' He then stopped as he was in his office. "I'm not sure what's going on, but it's obviously something big."

**Back at the Axelon**

Optimus was in his beast form, sitting on the Axelon and reading a book entitled, "Tarzan". He was still reading it until Justin came running in. "Optimus! You guys are not going to believe this!" Optimus stopped reading there and jumped down to see what Justin was talking about.

**Mt.** **Kilimanjaro**

Megatron had caught a glimpse of what was falling out of the sky and ordered from the outside of the cave. "Flyers, incoming stasis pod." Waspinator was the first to come out, along with Manterror. He spoke to Waspinator, "See if you can plot vectors to crash point." Waspinator was calculating and was buzzing off toward the horizon, with Megatron and Manterror lumbering after him.

Back at the Axelon, Rhinox was with Justin and Optimus on the monitor. They were able to scan the thing with their scanners to get a better look at it, which was what they were doing at the moment. Rhinox was examining it on the console while Optimus and Justin were looking over his shoulders. He spoke out, "Wrong profile for a stasis pod or rescue ship. It isn't even a meteor either."

Now Optimus was peaked on his interest of this thing. "Prime! Where's it headed?" Rhinox doublechecked the coordinates and was really surprised. "You're not going to believe this, but the thing's headed for…Stonehenge."

* * *

**Stonehenge

* * *

**

Optimus, accompanied by Justin, Cheetor, and Dinobot, were standing in the center of Stonehenge, along with what looked like a probe of alien origin, hovering in the very area where the altar used to be. Justin couldn't believe it; here he was, standing near a probe sent by another advanced civilization. He thought as he looked at it, 'Toni's never going to believe this.'

Optimus said to them, "it looks like someone answered that signal…but who?" Before anyone could voice their opinion, Optimus was shot and sent flying back. The others turned to see Waspinator and Manterror in Robot Mode, ready to fight. Megatron stepped up from behind them. "Whatever this fascinating devise is, we Predacons claim it as our own. Yess."

Megatron transformed and got ready to do battle, as did Cheetor and Dinobot. Justin was helping Optimus up, when all of a sudden the probe unleashed a powerful energy burst that caused all the transformers to spasm, their electric systems shorting out wildly, and pass out. Justin was the only one unaffected, and before he could go near Optimus to help him, a strange light shot at them both and they disappeared.

As Cheetor and Dinobot passed out, all Dinobot could do was say before he slipped into unconsciousness, "Optimus…Seyvont." And then he was out cold.

* * *

**One Hour Later

* * *

**

Dinobot was slowly regaining consciousness; at first all he could see were shapes, then light, and finally he focused to see his comrades. They were looking at him with looks of concern, but to him it seemed like suspicion.

He shouted, "MAXIMAL TORTURE CHAMBER!"

He broke through the restraints that held him in the CR Chamber, and busts the door down, nearly crushing everyone. He was about to fight them, but Cheetor stopped him, "Whoa, power down! You're on our side. Remember?" He slowly shook his head as Dinobot tried to get rid of his weariness. He answered weakly, "Affirmative" Rattrap shot back, "and Maximals don't have torta' chambers!" He then looked the other way, and grinned while muttering, "'Dough ya' know, I might get behind that idea."

Everyone ignored him as Dinobot asked, "How did we get back here?" Rhinox answered that, "we found you and Cheetor dumped in front of the cave entrance. Scrapped down and…alone." Rattrap played with them by bringing in some humor. "Just like two, little innocent orphans in a B-Movie."

Dinobot remembered and whispered, "Optimus…" Rattrap walked up, got directly into his face, and said, "Yeah, seeing that Cheetor didn't remember a thing, maybe the innocent orphan baby here could tell us what happened to Optimus? Not ta' mention wat' happened ta' Justin?" Aelita was there when Rachel said that Justin didn't come home at all. She walked up with asked, "Where are they?"

Now that's what broke the camel's back; he knew he had to tell them, so he did. "They were both terminated." The others exchange looks, almost not believing it, but Aelita took it the worst. She nearly fell down, being weighed by the seriousness of this truth, but Air-Razor was able to hold her. She turned to see Air-Razor all teary eyed, and buried her face in her breastplate and cried. Air-Razor held her, trying to reassure her that the two of them weren't offline.

Dinobot explained, "An alien probe has landed near the structure, Stonehenge. It emitted an energy burst before Optimus could transform. They both vanished without a trace." Tigertron stepped up and asked, "Wait, why was he transforming?" Dinobot turned around to face them and said, "Predacon attack. We might not have time for any analysis. If we don't act fast, they'll claim the probe first before we have a chance. Foxfire, Rattrap, Rhinox; you three are with me the rest of you…"

Rattrap stopped him and twitched his whiskers. "Whoa, whoa. Time out! Who died and made you Prime, Scaleface!" Dinobot looked at everyone coolly. "Optimus and Seyvont may or may not be scrap. But as the most powerful warrior here, I will have to be the replacement. Do you have a problem with that, Vermin?" Rattrap got out his blaster and put it up to Dinobot's chin as he got in his face again. "Yeah, ya' been messin' with th' wrong mouse, Chopperface!"

Bu before the two could have a chance to kill each other, Foxfire stepped in between them. "Stop! No more mean talking. We are all friends are we not!" They subsided and put away their weapons. Tigertron walked up and put a hand on her shoulder. "She's right; we're not Predacons." Rhinox stepped up. "We'll settle the chain of command in traditional Maximal fashion: by secret ballot."

**At the Predacon Base**

Megatron awaked, as did Waspinator and Manterror, as they were risen from their restoration pools. They all roared in pain, and shook off their weariness while returning to Beast Form. Scorponok and Tarantulas were there to see them off as alright. Scorponok, being the suck up that he was, was happy to see his leader alright. "Megatron, you're back. We were afraid that we would have been without our leader. As well as Waspinator and Manterror."

Tarantulas said as he slightly snickered, "Yes, Megatron. I can't say how glad we are to see you restored. I really can't. You and Waspinator were returned to us, badly damaged" Megatron began to remember what had happened. "Yessss. I remember now. Optimus... Optimus Primal! Terminated!" He turned excitedly to Tarantulas and Scorponok who were still taking in the news that the Maximal leader was vanquished. "Quickly! Scorpinok! Tarantulas! You and Waspinator, get back to the standing stones structure and GUARD THAT ALIEN PROBE!"

Megatron walked out of the base to survey the lava lakes under his base; with him were Manterror, Blackarachnia, Inferno, and Terrorsaur. "As for the rest of us, this is a golden opportunity. Yess. I know just how the weakling Maximals will respond to Optimus and the boy's death: bickering, confusion, recriminations." He smiled evilly "the perfect opportunity for a surprise attack."

* * *

**Back at the Axelon

* * *

**

Rhinox was scanning his computer pulling out the votes for who would be the leader: Rattrap or Dinobot. He read out the polls.

"One vote for Rattrap"

Rattrap had to snicker at this. Rhinox read on. Dinobot remained calm, for he didn't care who led, just that whoever it was would lead.

"One vote for Dinobot"

Dinobot blinked impassively; he really didn't care about this. All he cared about was securing the probe.

"Two votes for Rattrap"

"Two votes for Dinobot"

He was down to the last polls; two more votes to either one, and whoever won would lead. "One more vote for Rattrap. And…." Everyone was on the edge, even Aelita. She had finally calmed down after Air-Razor gave her hope that Justin and Optimus were still alive.

Rhinox looked at the last vote and sighed in defeat. "Another vote for Dinobot. It's a tie." No one expected that. Rattrap however, was not pleased as his jaw dropped. He slammed his fists in the Holo-Navigator desk and looked over everyone who was there. "Alright, which one of yus' traitas' voted for the Predacon, here?"

Everyone glanced at each other and Rhinox said, unphased, "it's a secret ballot, Rattrap; no one has to say who they voted for." Everyone turned to Dinobot, who let out a harsh laugh. He couldn't help it; the irony of it all. This vote was supposed to tell them who the new leader was, and it ended into a tie. He said, "Great system, your democracy; no mechanism to break a tie."

Rattrap wasn't laughing; he had his suspicions about this and was going to say it out loud. "Some power play, Leatherlips. I'm startin' ta wonder if that alien probe had anythin' ta do with Optimus' and Justin's disappearin'."

Dinobot lost it, then and there as he yelled, tore the desk out of its bolts and threw the table aside. "Let's get something straight, Cheese-Eater. I, in never in my existence turn away from my code. I owe Optimus my life and allegiance for saving my life on the bridge that day. As for Seyvont, my code doesn't involve slaughtering a defenseless child, especially if they're a teenager."

Foxfire stood in between them again before they killed each other. And just by short of a miracle, they heard the voice of the one person they didn't expect to hear from again.

"Maximals come in. Do you read me?"

It was Optimus Primal's, only it sounded disembodied. Everyone, who were shocked at first, raced to the console from where the voice was coming from. Rhinox spoke into the comm. mike, "Optimus? Optimus can you hear me? Where are you?"

"That's kind of hard to say. As near as I can figure, I have no body. My consciousness is intact, but my physical molecular structure is being stored and scanned... inside the alien probe." Aelita reached to the comm. Mike and asked, "is Justin there with you, Optimus?" He answered, "Yes he is. I think the same thing is happening to him as well. I don't think they're harming him, just scanning him."

Aelita was close to breaking down to tears; she couldn't have been happier to hear that. Cheetor was glad as well; he had nearly lost a friend and almost failed to protect him. Cheetor said, "We'll come and get the two of you. Just keep static."

Optimus spoke out one more time before his voice was lost. "Just beware of a Predacon attack; they'll go after you now that you're outnumbered. Rattrap, you're in charge." Everyone glanced at each other; Rattrap looked pretty pleased that he got the job for now. Dinobot couldn't care less.

Suddenly, the cave felt like it was shaking, and it was as Tigertron turned on one of the monitors. They had placed them outside in case anyone entered the cave. He saw Megatron, along with some Predacons standing outside their base; Tarantulas must have told them the location once he was in. He said, "Optimus was right about one thing: we're under Predacon Attack!"

Everyone turned to Rattrap, waiting for an order. Another blast caused one of the consoles to explode. Dinobot looked at Rattrap and said, "Well, commander, what are your orders?" Rattrap was a little out of play here; this was his first day on the job and he had to come up with a game plan. He finally said, "Okay, okay, uh. We're scrap if we stay inside. Prepare for a…a sortie!" Dinobot looked like he was going to slap himself over the head, "A frontal attack! Pure madness!"

Another blast hits the base, and Rhinox said, "No! He's right; if we stay in here we'll all be buried alive." Everyone, except Aelita who had to stay in, grabbed a weapon and went outside by the shoot. But before Rhinox could get in, Rattrap, who now had a little more confidence, stopped him. "No, Rhinox, we need you to build something that'll get Optimus out of that probe." Then they were off, leaving Rhinox and Aelita with that difficult task.

* * *

**Outside the Axelon

* * *

**

Megatron saw the hatch opening and surmised the Maximals were going for a frontal attack. He grinned, "So they come to meet their death face to face." He ordered the Predacons to fire at will at the hatch. Explosions were heard around, and dust filled the area to where the hatch was. And out of it, came the Maximals, running towards the Predacons.

Megatron charged ahead to do battle with Dinobot, who was running towards his direction. The two were at each other's throats.

Back inside the Axelon, Rhinox was hard at work, trying to build something that would help get Optimus and Justin out of that probe. Aelita was helping by getting all the tools that he needed. "Make a device that will extract both organic and inorganic matter from a probe of alien origin?" Aelita turned to him. "I know you can do it." "I appreciate the confidence, but without Justin, I'm gonna have to be a miracle worker here."

The fight was raging on as they fired or pounded fists with one another. Rattrap noticed Terrorsaur firing at the ship as the shields were weakening. No one else could get to it in time, or everyone was too engaged in battle to give a hoot. He had to run there as fast as he could.

Terrorsaur noticed this and fired three final shots that would do away with the shields. Rattrap was almost there, until Inferno popped up from behind. "Hahahahaha! You will burn, Maximal!" Just then, Tigertron popped up and shot a few cryo-bullets at the ant, freezing him.

Rattrap only had a few seconds to get to the control console to get the shields back on before the missiles hit. "Not dis' time." He jumped on the elevator and slammed on to the controls, bringing the shields back on line. The missiles reflected off and hit Terrorsaur, sending him flying back down the tunnel.

Back with Megatron and Dinobot, Megatron was winning in strength. So with all his power, he shot Megatron in the face with his optic blasts, sending Megatron flying back with the other Predacons. As he was getting up, Manterror stood next to him and gave him some good advice on victory. "Maybe we should withdraw, Megatron. The true prize and reinforcements, await us at the Stonehenge."

Megatron then remembered, "Ah, yes. The alien probe, I'd almost forgotten. Withdraw Predacons!" They did so after returning to Beast Mode and made a quick getaway.

As the Maximals got a chance to relax, they began to surge with Energon, and started shorting out. Rattrap yelped, "We've been in Robot Mode too long. Everyone, Beast Mode!" They did so, and Cheetor said, "Like we needed to you to point that out." Rattrap then shot back, "Hey! At least they're gone."

* * *

**Stonehenge

* * *

**

Everyone, including Aelita, made it to Stonehenge in order to try and extract both Optimus and Justin from the probe. Aelita looked at it and felt, nostalgic, it was the same as it was on the Axelon. But this felt, like it was only half of something she remembered.

Rhinox was staring at the device he built that was going to be used for the extraction. He sighed, "I don't know if this thing's going to work, but it's as ready as it's ever going to be." Rattrap however was sniffing around in Robot Mode, with his gun at the ready. "I don't get it, I thought for sure the Preds would be making for da' probe."

"Excellent deduction, Commander Rattrap!"

They all whip around to find Megatron and all the Predacons with their weapons at the ready. "Let's see how well you do, in the battlefield. Attack!" they started firing. The Maximals took cover and returned fire. Rattrap yelled at Rhinox, "Rhinox! Get Optimus and Justin out of that probe!" Rhinox got into position. He shouted to the probe, "Optimus, can you hear me!" Optimus' voice was heard, "Loud and clear, Big Guy." "I'm going to try to extract you both."

Weapons blasts begin exploding around the Maximals. Rattrap charged forward, but was sent sprawling backwards by a blow from Terrorsaur. Cheetor took a mighty leap at Scorpinok, but was blasted backwards by a missile from Scorpinok's weapons-arm. Cheetor was thrown against one of the standing stones.

Foxfire shouted, "Cheetor!" She then turned her gaze to the scorpion and ran towards him, firing. Every shot hit him turning him to Swiss cheese, and she leapt up and half-moon blade kicked him into the ground.

Rhinox activated the device, but nothing happened. "Uh, anytime, Rhinox" Rhinox growled in frustration, "It's not working!" Unknown to him, Inferno was sneaking behind the pillars; he was close to Rhinox and the girl from behind one of the pillars. Rhinox talked to himself, "this whole area is full of stable Energon radiation from the probe. It's almost as if Stonehenge was a single device."

He then looked at the probe, and to his surprise, was the reflection of Inferno coming from behind him. He turned around, got out his gattling gun and fired. He continued until Inferno was nothing but a walking corpse. Inferno was still walking, but leaned in on one of the pillars. His energy seemed to be interacting with the whole stone structure.

"Hey, this whole place is a single device!", Rhinox shouted as the energy in the pillars were gathering up and shot at the probe. The probe then opened up like a flower, showing a kind of techno-organic machinery. Everyone stood with their mouths open wide, and then two beams of light shot out: one in the air, the other next to Aelita.

Out of the beam that was near, materialized Justin unconscious. The one in the air materialized Optimus Primal in Robot Mode, hovering in the air and battle ready with his arm missile launchers. He looked at Megatron and smiled, "Look who's back, and feeling Prime!" He fired at all the Predacons, knocking them out. And double fired at Megatron, taking him down.

He landed down and the Maximals swarmed him. Cheetor shouted, "Alright Big-Bot!" They heard a grunting sound and saw Megatron getting up; they were about to fire, but Megatron just said, "The day…and the probe are yours, Optimus Primal. Yesss" He walked away with the Predacons, but he turned around slightly and said, "Just beware, not all aliens are beneficent, after all." He then left.

Optimus turned to Rattrap and shook his hand. "Rattrap, you commanded well in my absence." Rattrap just shrugged, "Ah, command's a pain in the tail. 'Specially with dis' pack o' hyenas. You can keep it." Aelita lifted Justin up a little and then he started to wake up. "A-Aelita?" She smiled and just hugged him. She didn't know why, but she felt like she was whole again.

The others couldn't help but smile at this, but Optimus turned his attention to the probe. "Right now, I'm more concerned with this probe." All of a sudden, the probe heated to a white hot, pulsating light, and then, with a dramatic flash, simply vanished.

The Maximals and the two teens looked in confusion at the probe's disappearance. Cheetor asked, "What the spotted heck was that all about?" Optimus answered, "I don't know, but I think they learned everything they needed to know about us."

Rhinox then spoke out thoughtfully, "Yeah, they know that Cybertronians and humans have destructive capabilities, and reasoning power."

A fog then came in, making everything eerie and mysterious. Dinobot then thought out loud, "but why would they want to know? And more importantly, who are they? Friends? Enemies? Or something…more?"

Everyone looked up into the sky and deep into the starry night. Optimus too was wondering that as well. "Good question, Dinobot. I wonder if we'll ever find out the answer."

* * *

**Next Chapter: Equal Measures**


	14. Equal Measures

**Beast Wars**

* * *

**Chapter 13: Equal Measures

* * *

**

After the Probe incident, Rhinox had to scan both Justin and Optimus if there was anything out of the ordinary when they were taken aboard the probe. Everything seemed nominal, but Justin was a little embarrassed seeing as how he had to be in his boxers for the scan to work. They all agreed to keep this story a secret seeing that Rachel would go ballistic if she found out her brother was abducted and then probed.

Unfortunately, Alex had heard about it and said it out loud, and Rachel got extremely miffed. She and Rattrap were in a huge argument, saying to each other that the situation wasn't or was under control. Right now, Justin wished he never heard the word Stonehenge.

* * *

**A Week Later

* * *

**

A terrible thunderstorm was towering over Antigo; lightning was shooting around unexpectedly and rain was pouring like crazy. Near the mountain area, heavy thunder could be heard as it shot in different directions. And then suddenly, one of the bolts hit a lower mountain, shattering it. As the dust clears, inside the mountain there are massive Energon crystals. The suddenly, lightning struck the Energon and it began to pulsate very strongly until it erupted in a blinding explosion. A huge expand of wind blew like a nuclear blastwave, washing over the other mountains.

Over on a rocky peak, Optimus stood there in Beast form, perched on one of the rocks. Tigertron was there with him and both of them saw the destruction of the mountain together. Tigertron shouted, "This doesn't seem like a good day to be outside! Is it, Optimus?" Optimus looked toward the tiger and nodded his head. He then tapped on the comm. on his chest, "Optimus to Command Center. Scrub the mission! Looks like one extremely ill wind is blowing our way." All he could hear was static and guessed that the Energon mixed with the storm was interfering with the comms. "Command center! Do you read...?"

He looked towards Tigertron and said, "We're going to have to hoof it back, Tigertron!" "Sounds good! I could use the exercise!" They both ran back towards their base in order to beat the storm. Optimus thought, 'I just hope Justin and the others are okay in their home.'

* * *

**Seyvont Residence**

* * *

School was cancelled that day, due to the storm, so Justin and Aelita stayed at home. Rachel was out on work duty, but she didn't have work today so Justin knew that for her it was Karaoke Night with her friends. So he was left alone with Aelita whom was in her room.

"Now let's see here. Alright, just a few more scoutings and we'll have a map of all the Energon around the world.", Justin said to himself as he typed away on his computer. During their scouting patrols around the areas that they've been in, they also mapped out all of the Energon deposits in those areas. He was making a global map to them, and was almost done; he just needed a few more maps around the world to get it all finished.

Suddenly, he heard a knocking on the door. He got a little startled, stare long enough into a book or computer screen can do that to a fella. He shouted, "It's open!" Aelita came in and Justin was a little surprised to see her. She asked him "Justin, do you mind if I stay in here until the storm is over?" Justin sweatdropped for a moment. He said, "Uh, Aelita, it could take all night for it to end."

She ran out of the doorway, and in a few minutes, she came back, dressed in her T-shirt pajamas and holding a blanket and pillow. "Then can I sleep in your room with you tonight?", she said with a lot of excitement. Justin fell out of his seat as he saw this. He shot back up, "NO YOU…" He stopped to look at her and he could see she was doing a teary eye look that he could not stomach. He sighed in defeat, "Alright, you can sleep in here. But only until my sister comes home; you can sleep with her then, okay?" She smiled, ran over, jumped and landed on his bed. She let out a giggle, "I don't think that's possible seeing that your sister's going to be out for a while." He smiled at that, he just loved it when she was like this; she was more like a child than a teen.

Justin had to sigh in defeat there; usually when his sis' went out for Karaoke, she would be out until five in the morning. He then got back to work on the map; he was working for a little while until Aelita wrapped her arms around him, and that got him a little nervous. She asked him, nearly blowing in his ear, "so what are you up to?" He nervously tried to talk, he never had a girl this close to him like this. "Uh..I, um.. I'm m-mapping out the E-Energon de-deposits"

She moved in a little closer, causing her hands to go down from his shoulders to his chest, and her face close to his. She was looking at the map and was completely amazed, "You did this all by yourself? Justin, you really are an amazing person." She didn't get a reply; usually he would get embarrassed and say something. She turned to face him and was surprised and got worried. "Justin!" She saw that his face was burning red and steam was coming out of his ears, along with his eyes swirling.

"Stay here, I'll go get some ice!" She ran out the room and downstairs to the kitchen. Justin, suddenly snapped out of his daze, then shook his head with his hands holding his head, thought, "I CAN'T THINK OF HER LIKE SHE'S MY GIRLFRIEND! AND SHE DOESN'T EVEN KNOW WHAT THAT MEANS! SHE'S MY FRIEND! SHE'S MY FRIEND! SHE'S MY FRIEND! SHE'S MY FRIEND!"

* * *

**At the Axelon**

* * *

Rhinox was with Rattrap working on a series of ten survey posts. This was the gang's new little security system; if these things worked, once placed around their perimeter, they would detect a Predacon's energy signature, whether registered or unregistered, and warn them back in the base in case of an ambush.

Rhinox made one last adjustment and the post's telescoped down to the size of hockey pucks. He leaned back satisfied as Rattrap stretched out a few kinks he had. Rhinox sighed in relief, "that does it. Survey posts are all ready for duty." He looked back on Foxfire and Air-Razor, who were working on comm. link duty, "Any word from Optimus or Tigertron?"

Foxfire turned in her chair and shook her head. "No accomplishment at this point. The storm's electrical discharges are making the comlink's interference worse than before." She turned back to her work. Air-Razor turned to face Foxfire. "And that's not worse enough."

Dinobot was brooding over a high-tech device, which was anchored to the floor by three magnetic clamps. From the looks of it, the device looked like some sort of bomb. He spoke out tersely, "This mission is too critical to be interrupted by a minor variation of weather." He reached for a tool, but he couldn't find it. He was starting to grow impatient, "Who took the synchro-laser!"

Cheetor got back up from working on one of the damaged consoles, and brought the synchro-laser with him. "Mrow! My bad, Dino-Dude, here let me." He walked to where Dinobot was working on the device, he elbowed past Dinobot and inserted the tool. Unfortunately, the circuit he crossed caused the device's magnetic clamps to short out and withdraw back into the device, causing it to fall over like a log and roll away.

Dinobot growled menacingly, his eyes flared as he picked Cheetor up by his neck and tried to strangle him despite Cheetor fighting back. He growled menacingly, "You hyper little--" The device rolled into the open hull door and it fell down the hatch. Everyone, except for Dinobot who was still throttling Cheetor, ducked for cover behind something, awaiting for the explosion.

"Lose something?"

They all looked up from where they were hiding behind and Dinobot put Cheetor down, to see Optimus with Tigertron, both in Beast Mode, coming up from the elevated hatch hull door. Optimus was tossing the bomb up and down with his left hand. Cheetor hastily moved to retrieve the bomb, which Optimus tossed to him.

"Thanks, Big-Bot, we're just locking down the big ba-bang, here." He fiddled with the device for a moment, "One last adjustment and…" It clicked for one last time. "…there! We're all set to blast the Predacon base back into orbit. As space debris!"

The bomb's magnetic clamps suddenly flipped crazily in and out until they seize up in a gasp of smoke, an electrical charge zapped Cheetor. He squealed as he nearly dropped it. Optimus shook his head, "Put it to bed. We're stalled for now."

Everyone was a little disappointed to hear this. Cheetor tried to be on Optimus' good side, "Don't worry Optimus, it's just a crossed quasar circuit! I can fix it!" "That storm will hit us within the hour, Little-Cat", Tigertron said firmly, using the nickname he gave to Cheetor. Cheetor just smugly said, "An hour? Big-Cat, it's not a problem; I can outrun anything the skies could dish out".

Foxfire stepped up and protested, "That is not true, Cheetor. You and everyone else know that I too can outrun anything that can be 'dished out', as you say." Optimus just shook his head at this, he knew these two were the fastest on foot he had, but this was not the time for this. "Sorry, you two. It's just too risky for anyone right now. The placement of those survey posts must be thoroughly calculated to avoid contact with any underground Energon deposits. Justin is still plotting out the map for that."

Foxfire was still protesting while Cheetor was taking this in for consideration; sure he was fast, but he also knew that if you didn't know where you were running, you could be in serious trouble. Foxfire then pouted, "We are both sixteen in Earth years; we are not children, Optimus Primal. I can do this, and so can Cheetor. Why can you not show faith in either one of us for once!"

Optimus was unfazed by her outburst, "As much as you would prefer to think so, this isn't about me not showing faith in you or Cheetor, Foxfire; it's about making sure we all come out of this war alive." He then placed his hands on her shoulders in a fatherly way, "And that's by thinking about people first, and not about yourself."

Foxfire lowered her head in shame, and for a moment, she didn't have a retort. She just left the room without so much as uttering a word as she converted to Beast Mode and left for her room. Cheetor wanted to say something or go after her, but he couldn't. Air-Razor walked over to him and put a hand on his shoulder, "She just needs time to let this sink in. It's just best to leave her alone for a while."

Rattrap took up on one of the puck-sized relays and rapped it on a console to show how benign it was. He said, "Optimus, 'dey're harmless little scanning relays. All 'dey're sapposed ta' do is detect Pred energy signatures." He turned to Rhinox, "Right, Rhinox? Rhinox snatched the pucks away, "I'm with optimus on this one. Energon's an untested variable. We got to be careful."

Dinobot was back on the Holo-Navigation Desk, fixing the explosive. "And does it matter if we blow some Energon? Maybe it will take a few Predacons with it. That is what we want, is it not?" Optimus just shook his head in exasperation, "this mission, Dinobot, is to gain tactical advantage by taking out their base. Defeating them doesn't mean we have to annihilate them. You seem to have trouble understanding that."

It was true, Dinobot was more focused on scrapping Megatron than anything else. A little agitated, Dinobot took a step toward Optimus, "What I understand is this: if situations were reversed, Megatron would spare the base and annihilate us!" Optimus was getting fed up and frustrated with this argument. "This eagerness of yours to scrap Megatron is clouding your judgement!" Dinobot shot back, "We are at War, Primal. WAR!" He shoved the bomb into Optimus' arms, and marched out of the room, muttering, "Sometimes I think it is your judgement that is clouded."

He was not going to give up like that, Dinobot knew that if he couldn't get the bomb ready, he would at least get the relay posts up before the storm hit. He also knew who could do in a quick heartbeat without being detected.

* * *

**Foxfire's Room

* * *

**

She was lying down on her bunk, sulking. She knew Optimus was right, but lately she felt like she was being held back; she just wanted to show the others that she was as capable as any of the adults, or as Cheetor. She remembered that he didn't try to defend her in the protest; she felt not only hurt but also betrayed.

A slight tapping was heard on her door. She tried not to sound sad, "it is open" Dinobot, now in Beast Form, walked in to see her. He looked around and saw nothing much; he expected as much seeing as how she only got here some weeks ago. She turned to see him and turned back, still upset, "Are you here to try and convince me that Optimus was in the right?"

He shook his head, "No, I am confident that you were both right. You are not a child, and that in this war, you must think of others that of your own ambitions." He was telling the truth on this, halfway. She was grown, but she still needed to learn a few things, like when someone is trying to make you do your dirtywork. "Just as I am confident that you could beat the storm and plant those survey posts."

She still didn't turn around, but she lightened up a little, "Then you are the only one who thinks so." Dinobot saw this as his opportunity to really get her hooked in. He snarled reasonably, "Do not mind Optimus and Cheetor. To Optimus, you are a mere child incapable of handling such an important task. As for Cheetor, well…to him you are just a helpless girl who cannot look after herself." That got her attention as Dinobot finished, "Like you said, Optimus has no faith, as does Cheetor."

She shot up and said in an angry tone, "I could show them both a 'thing or two'." Dinobot's expression then turned deadly serious, "Then why not do so?" She looked at him like he had lost his processor.

"What!"

Dinobot then continued as he knew his plan was coming into full circle. "Cheetor and the others have mapped every Energon deposit for five hundred meters. And aside from Cheetor, your land speed is unequaled. In fact, you are the only one with enough determination who could pull off this mission."

She took all this in for a moment; the shot at making Cheetor and Optimus see her in a whole new way. Not to mention making Cheetor seem that he should take her more seriously would be quite fortuitous for her. She smiled as she said, "I will do it."

* * *

**At Night**

**Outside in the Mountains**

* * *

As soon as no one was looking that night, Foxfire took the survey posts and was out, in Beast Form, sprinting with great speed across the rocky terrain. As she took off, she failed to notice a yellow blur trying to be unnoticed. The storm was churning overhead, crackling with unbridled power; Foxfire slid to a stop, transformed briefly into Robot Mode, withdrew one of the pucks from an internal chamber in her left leg, and enlarged it.

The puck telescoped to a full six feet. Foxfire brought it over her head with both her hands, then speared it into the ground. The post glowed, its tiny antennas twitched. She shouted, "Beast Mode!", and reverted to Beast Mode, but didn't move out of the way quick enough, as a lightning bolt blasted the ground a few feet away from her, the impact threw her down hard to the ground.

She got up, wincing from pain. She thought, 'I did not calculate that to happen in this area.' But she wasn't fazed by it as she yelled at the sky, "Is that your way of scaring me!" The storm then gave off a menacing reply in a mighty thunder bolt, crashing nearby and caused a nearby Energon deposit to explode.

She whelped, "it did." She lost all of her bravado and just darted away to the next spot. During all her spots, she felt like she was being watched. But she brushed it off, as she was reaching her final destination. In the area she was running to, a bolt of lightning split the ground into a gaping crevice, Foxfire, while sprinting, was headed right for it.

As she leapt over the chasm she shifted into Robot Mode. She shouted, "Foxfire—MAXIMIZE!" She made it to the other side without any trouble at all. Still in Robot Mode, she reached the last spot and took out the last puck, which telescoped to full length.

All of a sudden, a massive bolt of lightning nailed her; the post was sent darting through the air like a javelin. It landed, getting stuck in the ground, then activated, sparking like crazy from the lightning. The electricity surged into the ground.

"Hey, Foxfire! You all right!" She slowly got up; she noticed she was being helped up by someone. She shook her head and saw Cheetor, in Robot Mode, helping her to her feet. She immediately pushed him away, making Cheetor confused. She angrily asked, "Humph! What are YOU doing here!" Cheetor replied, "To get you back to the base."

She walked back to the survey post, "Then go back without me! I am completing this mission" Cheetor protested, "Mrow! Are you nuts? We're standing in one of the Energon areas!"

She then looked under her feet, and saw the ground cracking open. She saw the ground pulsating from an Energon deposit within it. She whispered, "He was right. And it is about to explode."

She ran to it and desperately tried to pull the post out of the ground, but it glowed brightly, giving her electrical shock at every touch. She winced every time she touched it, until Cheetor came over to help. She pushed him away protesting, "I can do this; I do not require your assistance!", she said very agitated. Cheetor didn't understand why she was acting like this, but kept on trying to help her.

* * *

**Predacon Base**

* * *

Inside the base, it was mostly floorless in the main section. The walls and hatches descended from the ceiling but they lowered toward an opening towards the volcanic depths. Near one of the computers, Terrorsaur, in Beast Mode, was on one of the hovering platforms, examining the area to where the Maximals were doing.

The computer spotted two blimps, and he moved in to examine them. He asked himself anxiously, "Say…perhaps, by chance…live prey?" The screen lit up thousands of light points, indicating a thunderbolt crashing down on the ground. The red pterodactyl looked disappointed, "Aww, slag! Just storm interference. Should have known no Maximal would be crazy or stupid enough to try anything on a day like this." He could never have been more wrong as he tried to adjust the scanner.

Back at the mountains, Foxfire and Cheetor, who she let help her out anyway, were still trying to pull out the survey post. They both grabbed onto it and tried to pull it out. Cheetor growled, "Okay, so you wanna play rough, eh?", he said to the post. They both ignored the fact that jolts of energy surges through their bodies. The both start to glow, and then suddenly, three lightning bolts converged on them, blasting them with full fury.

Suddenly, they vanished into thin air.

**The Predacon Base**

**Communications Room**

Terrorsaur was still adjusting the scanner with his claws when all of a sudden; a power surge blasted him back from the console to land on his butt on the other moving platforms. He squawked, "Yahhh, what was that!" he looked back to the console, and as the smoke cleared, he saw Cheetor being held by Foxfire as she was shaking from the experience.

Cheetor looked bewildered, as Foxfire opened her eyes and saw she was grabbing on for dear life to him. She pushed him away, and Cheetor questioned out loud, "Whoa! Did we get fried? Is this…?" They both then heard an evil chuckle, as they both turned to face Terrorsaur rise up menacingly, with his wings shifting over his face.

"Welcome to the dark side! Terrorsaur—TERRORIZE!"

He transformed to Robot Mode and pulled out his weapon. The two Maximals momentarily confused, yelled, "MAXIMIZE!" They both blushed from embarrassment as they realized they were already in Robot Mode as Cheetor pointed out, "Oh, did that already" Terrorsaur fired his plasma blaster at them, they both leaped away from the console just in time to avoid the blast.

Cheetor landed on another moving platform in a crouch stance, and returned fire with is Quasar Cannon. He then swerved the platform away to get to Foxfire, who had landed on a pipe that was under a molten lava pit. He swerved near her, "Need a lift?", he said in good humor. She just scoffed and jumped on, still being a little P.O. at him.

Terrorsaur twisted sideways firing at them, his shots blasted sizzled by them by mere inches, as the Predacon fired at them again. The two are hit in mid-air, sending them both flipping through the air. But Cheetor grabbed the edge of another platform nearby, and grabbed Foxfire just before she nearly fell into the lava.

She felt so angry, being helped by him after what Dinobot had said, that she was trying to make him let go. Cheetor shouted, "Don't! If you do that, you could fall in!" "I would rather be melted down than to be helped by you!" Cheetor really didn't have enough time for this, so with all his might, he threw her over onto the platform. She landed not too great for the moment, but she did take notice of Terrorsaur, moving in on his platform menacingly.

He snickered as he aimed for Cheetor, "I heard from Manterror that you two were fast. You don't seem so swift to me." Foxfire had had it; she was going to work out some aggression on something, it might as well be on him. She yelled, "Just wait until I am 'in shape'. BEAST MODE!" She transformed, hurled herself upward, and charged directly at Terrorsaur, slamming right into him.

That caused him to slam into the console that the teens had come in. "What th--!" He suddenly was enveloped in a power surge and then, in a blinding flash, he disappeared. Cheetor had gotten up while Foxfire, returned to Robot Mode, was on Terrorsaur's platform; they both gawked at what had just happened. Cheetor said, "Whoa…Cool."

They were both about to get out of there on the platforms, when they turned around and saw Scorponok, Waspinator, and Inferno, in Robot Form, coming at them packing heat. Scorponok shouted, "Intruders! GET THEM!" Inferno charged at the two screaming, "the invaders will burn at my hands!" They all fired their weapons at the teens.

The two swerved their platforms away just in time, banking off a console, then a wall, laser and missile fire trailing the two. Cheetor rebounded off of a ventilation screen, one of Waspinator's missiles' following him; hit the screen, leaving a smoking hole.

Cheetor's and Foxfire's platforms swerve near the hole as they crouched and leapt through the now open vent, Cheetor's voice echoing back to the Preds. "Thanks for showin' us the way out, ya lamers!"

Waspinator and Inferno were floating near the hole, while Scorponok came up. Scorponok shouted, "They've gone into the vents. Report this to Megatron." Waspinator shot back, "Mmee? You're zecond in command!"

"So make it an order!"

* * *

**Back at Antigo**

**The Axelon

* * *

**

In the communications room, one of the consoles suddenly spewed sparks as Terrorsaur materialized, still in Robot Mode. He got out of his daze, looked around confused. He asked himself, "where'd those kids go!" He then glanced around; nothing seemed familiar, "Where'd I go?"

Suddenly, Dinobot, in Robot Mode popped up and lifted him by the throat. "Welcome to Enemy Arms, my former comrade." Terrorsaur struggled and tried to talk, even though he was being choked, "I don't know how you brought me here, traitor, but prepare to stain the deck!" Dinobot was about to consider doing to do the same thing to him, until he noticed the console, enveloped in energy.

"Hmm, Wait!", he said as he looked at it closer. "Could it be that an accident of technology and nature has actually created a…transporter?" Terrorsaur joined him in the thought, as he stared at the glowing console with wonder. He said, "a transporter? Oh, yeah! So that's how those kids ended up in our base."

Dinobot heard that and realized that the two teens were in the Predacon base. However, he knew that the kid's were smart, and would be able to find a way out and back here. He still had a way to make his plan work; all he needed to do was to work with this needle-nosed numbskull.

He said, "And you here. Interesting development; Terrorsaur, perhaps a truce is in order." Terrorsaur caught that and decided to go along with it. He yelled out, "Yeah! Yeah, say! We can turn our truce into an alliance, Dinobot" Dinobot craftily asked, "An alliance? To what end?"

Terrorsaur then explained, "Think of the cosmic magnificence! Together, we'll overthrow these low-grade metal knock-offs you've joined, and then rule the Predacons with two iron fists!" He lifted his robot fist into the air. Dinobot looked devious; he raised his fist and the two fists clanked in agreement.

Terrorsaur squawked, "Nothing can stop us!" Dinobot looked on like he had something up his sleeve.

**Back at the Predacon Base**

In Beast Mode, Cheetor and Foxfire scrambled through the ventilation system, laser fire from below, blasting holes in the ducting behind them. At the same time, outside of the ducts, Waspinator was drifting above the volcanic floor, searing holes through the ventilation ducts with his stinger missile rifle. At the same time, Cheetor and Foxfire clawed themselves around a corner.

In the open area, Scorponok was under there, and fired one of his missiles into the vent. It flew down the narrow duct right towards the direction the two Maximals went down. Inferno was scanning the ducts, through his eyes in heat vision; he found Cheetor's and Foxfire's thermal emission moving towards him. He punched through the duct and widened the hole. He took his blaster and shifted it to Flame-thrower mode. He fired inside, making a firewall.

Cheetor and Foxfire back-peddled to a stop. A glance from behind them confirmed the relentless approach of Waspinator's missile firing and Scorponok's missile.

Cheetor gulped and looked to Foxfire, "Shredded, blown to bits, or char-broiled: what a choice!" As they saw that certain destruction closed in from both sides. The missile and stinger rifle blasts get close in, Foxfire quickly jumped into the flames, Cheetor followed behind; they winced for a moment. She said as they ran, "Being burned a little is better than being burned a lot!" Cheetor nodded, "Can't argue with that!"

The missile hits the fire, detonating it. "YAAAAAAAAAAAAAAAA!"The explosion ripped out of the ceiling, spinning Waspinator, Scorponok, and Inferno away from the air ducts. Inferno crashed on the main platform; he looked as if he had been in a boiler as he was scorched head to toe.

Still in the ventilation ducts, at the same time, a fireball roars through the duct toward Cheetor and Foxfire, now in Robot Mode, running and looking back nervously at the raging inferno behind them. They run as fast as they could just as the fireball was catching up to them—propelling them forward.

Cheetor yelled, "Yeeeeoooowww, BULLET TRAAAIN!"

They both zipped through the ducting at high velocity, as a thunderous roar preceded the two, they both exploded out of it in a flash of flame. They tumbled to a sudden stop against the floor, dazed. Cheetor slowly got up a little and realized, to his surprise and embarrassment, he was on top of Foxfire. He blushed a little, and she did too, vice versa. Until she remembered what Dinobot said earlier and just kicked him off.

He slowly got up and just watched her huff it off and walked down the corridor. Cheetor just sighed, "Mrow. What's up with her?"

* * *

**Back at the Axelon**

* * *

As the storm continued, so did the scheming duo, Terrorsaur and Dinobot. They were walking down a corridor that had some peculiar-looking pod openings; this was something of a garbage disposal unit. As they walked down, Dinobot made sure he got everything he needed to know. "And by simply coming in contact with the communication console, this initiated the transport?", he asked. Terrorsaur nodded his head, "That's all I did; nothing to it."

He smiled as he got Terrorsaur into position of an open disposal unit. He snarled, "Excellent. Then I should have no difficulty duplicating the procedure without you." Terrorsaur looked a little puzzled by that, but then was shoved into one of the small trash disposal units by Dinobot. He then hit a switch on the control panel, causing a door with a window to slam shut.

Terrorsaur banged on the door, and yelled, but his voice was muffled. "What are you doing? We're partners!" Dinobot reached for another button and said, "In case you had not realized, Needle Nose, I am not a team player."

He hit the button and then, Terrorsaur was sucked out and shot out from a tube that lead all the way out of the ship and the mountain, far, far away. Dinobot exited the corridor into the main corridor, startled as Optimus, in Beast Mode, came around the corner.

"Dinobot, the survey posts are missing, as is Cheetor and Foxfire. Do you know anything about it?", he asked Dinobot in a worried tone. The raptor considered his response carefully. "So that's what they were doing out there." In truth, he told Cheetor earlier that Foxfire would try to get the survey posts out sooner, and insisted that he was the only one who could talk sense into her.

Optimus was puzzled by his answer, "What are you talking about!" Dinobot then explained trying to sound troubled, "I... overheard a Predacon communication. A lightning strike on the sensor posts has had the unexpected result of transporting Cheetor and Foxfire into the Predacon base. Regrettable. They have surely been destroyed by Megatron."

"NOO!", Optimus said as his rage was building. He knew he shouldn't have been hard on them, but now it caused them to do something like this, and then get sent to Predacon territory. Dinobot then saw this as his chance to rid of Megatron, once and for all. "But take heart in the fact that, through the cat and fox's ultimate sacrifice, we have been furnished with a way to defeat the Predacons."

Optimus didn't care about sparing the Predacons now; all he wanted now was to avenge the kid's termination. "How?" "Somehow, the relay posts, the storm, and the Energon, have all conspired to create a transporter. Which connects our com-room to theirs. We can beam the explosive right into the heart of Megatron's lair."

**Back at the Predacon Base**

Foxfire was walking down the corridor underneath the floor decks with Cheetor behind her. He had just about enough of her giving her the cold shoulder and the snappy attitude. Ever since he tried to help her at the last relay post, she had been acting like she was offended by him in some way. Well, enough was enough; he was going to get a straight answer.

He ran up beside her and asked straight out, "Alright, Foxfire, you've been giving me the cold shoulder treatment long enough. Just what in Primus' name did I do?" She stopped, turned around, and got into his face, "very well then, the reason I give you 'the cold shoulder' is because you were acting like a-a-A Guy!" She started to walk again, only to be grabbed lightly by Cheetor.

He spun her around to be face-to-face again. "What do you mean by 'a guy'?" She looked as though she was going to break down in tears and she yelled as quietly as she could, "I know I am not as strong as Optimus or Dinobot; I know I am still a teenager, but I am more than capable of taking care of myself in battle. I even know the consequences of what would happen if I had been struck by lightning while still holding on to the post. But even so, I am not so much as helpless as you think!" Cheetor didn't understand this, but felt like it was his fault, as she started to cry.

He reached over but she swatted his hand away. She looked at him through her teary eyes, "Do not touch me!" Cheetor apologized for that, but she calmed down a bit and asked, "Am I really that helpless to you? Am I nothing but a burden?"

Cheetor then grabbed her by the shoulders and said, "Of course not! Slag! Aside from Air-Razor, you're the coolest, strongest, and most independent girl my age I've ever known; you rock!" She then said, "But Dinobot said that you had no faith in me."

Now Cheetor was getting it; Foxfire getting the survey posts out early must have been Dinobot's idea. He knew Dinobot was impatient, but even he knew this was crazy.

He convinced her that Dinobot must have said that to convince her to get the posts out sooner than wait the storm out. She agreed to that because she knew that Dinobot was completely impatient about these things. She apologized for her behavior, but he already forgave her and they were on their way out.

They had busted out of the floor deck corridor, and saw that they were in one of the computer console rooms. Cheetor grinned, "Well, as long as we're here, might as well roll with it. Maybe we can finger some facts…" he tried to get into their computers but couldn't. He turned to Foxfire and asked, "I don't suppose you could, you know, hack in?"

He stepped aside and let her take a shot at hacking it. It only took her a few minutes, but she had gotten in; this amazed Cheetor. "Strong, fast, and smart." She giggled as she stepped aside and let him do what he needed to do.

She stood behind him and watched as he typed, but she decided to ask, "Um, what are we looking for parse?" "I'm trying to find their maps of surrounding Energon deposits; might give us an advantage as well." A minute later, he had found a grid map of small, sporadic clumps of glowing Energon. The map stretched from the Predacon base, to the Atlantic Ocean.

"Hold it-hold it-hold it!" He had spotted a very gigantic vein of Energon going from the Pred base, all the way to the Atlantic. Foxfire leaned over his shoulder to get a look at it. She asked, "what is it?" "Oh man, show Maximal perimeter grid-map! Add surrounding Energon deposits", he ordered the computer.

After the grid map appeared, the small glowing deposits faded in, particularly a glowing Energon vein. And it was running under the Maximal base, as well as the city of Antigo. "The same Energon vein runs under both bases, and Justin's hometown!"

The two teens realize the danger of the situation. Foxfire concluded, "an explosion at either base would destroy us all!" Cheetor nodded as he made a copy of the map, and put it on a blank datadisk that was lying around. They both got on a platform and went straight for the console they came in. "We've got to warn Optimus."

However, Manterror spotted them a few moments ago; he smiled as he reported this to Megatron.

* * *

**Back at the Axelon**

* * *

Optimus watched grimly as Dinobot clamped a cable to the explosive device and prepared to attach the other end to a terminal on the console. "Wait!", Optimus said. Dinobot impatiently turned around to him, with the clamp only inches away. Optimus wanted to be sure he was doing the right thing, "You're positive the detonation countdown will give the Predacons time to flee the base?"

Dinobot answered, "they shall have thirty seconds. Any more and they might be able to disarm it." Optimus didn't want to take the chance now. "Proceed." Dinobot smiled sinisterly, thinking of how Megatron will be once he wont have a base anymore. He clamped the cable to the terminal. Electricity arced over it, traveling down the cable to envelop the bomb.

In the Predacon communications room, Cheetor and Foxfire arrived on their platform and go directly to the console, Cheetor tossed the disk onto it, and then they both raised heir hands, preparing to go along with the disk. But before they could touch it, the console surged with energy, and in a flash, the disk disappeared, and then the bomb materialized. The clamps anchored the bomb to a support stanchion.

Cheetor and Foxfire paled as they saw it, activated. Cheetor gulped, "Holy Cat's Meow, it's the bomb!"

**Back at the Axelon**

Optimus lifted the disk from the console. Dinobot asked what it was and Optimus said while sniffing it, "A data disk…and it's has Cheetor's and Foxfire's scent!" He shoved the disk into one of the console's slots. "Play this, Now!"

Back at the Pred Base, Cheetor and Foxfire were trying to figure out how to disarm the bomb. Cheetor was thinking out loud, "They sent the bomb! We've got to get outta here before it blows both bases!" Just then, Cheetor felt a gun being poked on the back of his head, and Foxfire was grabbed by her neck by Manterror by one of his claws. Cheetor looked behind him to see Terrorsaur, a little tired from flying back from the Axelon.

"Don't move, Freckles!", he said half-tired. Manterror didn't care if the girl moved, he wanted to kill her. You could tell by the look on his face, which was frozen on to him every day. Megatron, in Robot Mode, moved in in his own platform. He heard that two Maximals had gotten inside, but didn't expect to see that it was the youngest members of the Maximal clan giving his troops trouble.

"Do not attempt to escape, young ones." He then looked at the console and noticed the bomb. "Terrorsaur, disarm it." Terrorsaur confidently went to the bomb and opened the bomb's panel, he then panicked as soon as he saw how much time was on it. He said, slightly panicked, "we don't have enough time! It's anchored down and gonna blow in less than twenty seconds."

Cheetor pushed Terrorsaur aside and faced Megatron, "I can release the anchors! Lemme at it! If I do that, then you've got to let Foxfire go, Alright?" Megatron thought about this for a tense beat. Cheetor yelled, "C'mon, do you want to get vaped!"

Megatron then decided, "Do it!"

Manterror was disappointed but did what he said, he let go of Foxfire, and Cheetor got to work. His left index finger opened up to reveal a tiny synchro-laser attachment, and probed inside the bomb. It started to short out, but the clamps remained in place. The bomb's timer was on to four seconds now. Cheetor talked to the bomb, "c'mon, remember me? Old fumble fingers?" Then suddenly, the anchor clamps withdrew into the device.

Cheetor yelled, "Get it out, Now!" Terrorsaur grabbed it and flew towards an opening in the ceiling. As soon as he was out of the base, he flew it into the air just as it blew up. Megatron looked at the two Maximals evily, "and now for you, two!" Megatron leveled his weapon at the young Maximals, who then transformed back into Beast mode.

Cheetor said, "Sorry, but we've got to scat!" Foxfire smiled, "Have a dreadful day!" Just as Megatron fired, the two leaped onto the console, and in a flash, they vanished.

**Back in Antigo**

As both Cheetor and Foxfire's impulses passed along them, one by one, the survey posts overloaded behind them and blew up. At the Maximal base, in the communications room, Cheetor and Foxfire materialized in a swarm of electric discharge. The look up to see Optimus and Dinobot staring at them in surprise. The holo-image of the deadly Energon vein displayed behind them.

Cheetor sheepishly said, "hiya, cats! Miss us?"

* * *

**The Next Day

* * *

**

The storm had passed and everyone was in the base; all the Maximals and teen humans. Both Cheetor and Foxfire were basking in the glory of heroism, but not too much. Everyone learned of the giant vein and realized that they came close to blowing each other up, if not for the two.

Rhinox patted them both on the back, while Rattrap looked smug at them. Rhinox said, "Looks like you kids saved us from ourselves. Thanks." Rattrap shot back, "yeah! Ya may have stepped in it, you two, but ya both came out smellin' like roses." Foxfire blushed at the compliments and was modestly saying, "No, no. it was Cheetor who found the Energon maps the Predacons kept." "Hey, you helped me get in there!", Cheetor complimented.

Foxfire glanced at Dinobot, who was the only one in Beast Mode, who just glowered and wordlessly turned and walked out. The two teens looked at Optimus; they smiled at each other. Foxfire bowed, "I am sorry for disobeying your order, Optimus." Optimus just walked up to her and patted her on her shoulder and said, "it's all right, Foxfire. After all, you and Cheetor did end up saving the day."

He then turned to face the others, "Just remember, you don't need to earn my respect. You, all of you, whether human or Transformer, old or young, already have it. We're the Maximals." The storm cleared up and a spectacular rainbow arched through the sky, over the mountains and over the city of Antigo.

Optimus finished by saying, "We're not only a team, but we're a family."

**

* * *

Next Chapter: Adventure Downunda**


	15. Adventure Downunda

**Important Message: I've decided to replace Night-Glider with one of KristalShaga's characters. I hope you understand the change here.**

**This one's for you, Miss Kristal.

* * *

**

**Beast Wars **

* * *

**Chapter 14: Adventure Downunda

* * *

**

At the deserts of Australia, Alex was riding on top of Rhinox while Tigertron, Foxfire, and Aelita were checking out Ayers Rock, and Optimus and Justin went to check the Island of Tasmania. The reason they were there was because of stasis pods. Apparently three had set off the beacon and they were on the high alert; there were four beacons that went off, but the fourth beacon stopped suddenly. Rhinox figured it might have been that the pod stopped functioning and that the protoform went offline or it was likely the Predacons got to it first. Either way, now they had to split into three teams to get to the three remaining pods first.

**The Desert**

Alex was lying on top of Rhinox's back, who was in Beast Form at the time. Alex was dressed in boy Jean shorts, a T-shirt was tied around his waist, his plain old sneakers, and was wearing a bandana with his goggles; he was getting dehydrated quickly if they didn't get to an open spring soon. Rhinox said, "I don't understand why you didn't bring a water bottle with you." Alex got up a little and said, "I did; I drank the whole thing twenty minutes ago when I was really sweating."

Rhinox just shook his head. "Well I hope we find the pod, and a spring. I'm gonna need a bath after all the sweat that you've got dripping on me." Suddenly, the device that Alex had started to beep. He got back up and took a look at the device. He saw that the device indicated the pod's location. Rhinox asked, "What's it say, Alex?" "The device says it's located about thirty miles south of here."

"Hold on, then!", Rhinox shouted as he ran, full steam ahead. They ran as fast as they could, unaware of the flyers that were following them.

* * *

**The Isle of Tasmania

* * *

**

Optimus and Justin arrived on the isle of Tasmania an hour ago, looking for the second pod. While they were searching, they saw so much renowned beauty in the wilderness. The air was so clean and fresh, the water as well, and the soil, plants, and animals were all rich with life. It was no wonder from what they heard before they went here; it was known as the precious jewel of Australia's south.

But this was no time for sight-seeing, they had another Maximal comrade to find. Justin was wearing khaki shorts, hiking shoes, a white T-shirt with a vest and backpack on. He took out his GPS device in order to locate the next pod. The pod lit up and pointed to the location.

"The pod's about ten miles west of here; inside Tasmanian Devil Territory." Optimus asked, "Tasmanian Devil? You mead like the one called Taz or Slam?" Justin had to chuckle from that; ever since he fixed and installed the TV, and brought it aboard the Axelon, they would watch it when they were on break. The Maximals sometimes believed some of the things they watched were real, even Aelita did too, so it was up to Alex or himself to explain.

"It's not that kind of Tasmanian Devil, Optimus.", Justin cleared up. They headed west for the Pod, but as they went, they failed to notice a certain trio of eight legged freaks following them.

**Back in the Desert**

Alex and Rhinox were running towards the pod's destination. They were at full speed and that nothing could stop them. Until the ground exploded under Rhinox, and threw them back. Rhinox caught Alex before he hit the ground and they both got up. They both looked at the ground in front of them; Rhinox switched to infra-red and saw, in the very ground in front of them, explosives.

"This whole place is a minefield.", Rhinox concluded. Alex asked, "Ya think the Pred-Heads put this here to slow us down, Big Green?" "Perhaps, but we can't let that stop us now." Rhinox went back to Beast Mode and told Alex to get back on. "Hold on tight!" Alex paled, now he knew what the big guy was going to do; he was going to run in there and take as much damage as possible to get to the other side.

He started to step on it, while Alex was protesting. "Wait, there's got to be…" before he could finish, Rhinox was already in the field. A few times, he stepped on the explosions; they hurt but he kept on going. Alex could only watch and look at the GPS device used for locating the pod. "Rhinox! The pod's only ten miles from here! And it's still beeping!" "Good, there's a switch on the device that Justin put on it!", he said while grunting from the pain of running along the bombs.

He explained as he ran, "it's a green button; it's design to give off a laser pulse to contact the pod to start the activation." Alex understood; if they couldn't get to the pod in time, they could at least activate it before the Preds get to it. He held the device high in the air, and pressed the button.

**Back on Tasmania**

Optimus and Justin had reached the pod; however, the pod was in a nest of Tasmanian Devils. They must have dug it out by mistake somehow. "We're goin' to have to be very careful, Optimus; they may look harmless, but Tasmanian Devils are pretty wily.", Justin advised. Optimus nodded, they didn't need any injuries, given the little buggers down there were pretty tough.

"We've got to find another way around them without hurting us or them.", Optimus suggested. Just then, a missile was shot straight at them; Optimus grabbed Justin and ducked towards the pod, causing the Tasmanian Devils to run. As they regrouped themselves, they saw Scorponok, Tarantulas, and Blackarachnia, with their weapons at the ready. "We claim that pod as one of our own, Primal!", Scorponok yelled. Optimus transformed and got his twin wrested mounted blasters at the ready, "that pod is Maximal property."

"We beg to differ, Primal.", Tarantulas said. The arachnids started the attack by ganging up by them; unfortunately a Tasmanian Devil the sized of a dog tackled Scorponok. Scorponok screamed in pain as it sunk its teeth into his tail. The other two left him alone with the wild animal as they went for the pod, but Optimus stopped them. He shot at Tarantulas, who wasn't prepared for the attack and took it hard. Blackarachnia, however dodged it with graceful ease, and proceeded to pummel Optimus.

Scorponok was still trying to get the Tasmanian Devil off, but to no avail; he kept swinging his tail around hoping to shake him off, but he would not let go. Justin thought it was strange as he watched the marsupial; it was almost as if the creature thought the robot was its enemy. Justin didn't have time to figure it out, he ran to the stasis pod, and began the sequences. Only to find something very interesting, and decided to keep quiet until the Predacons were dealt with, right now he had to look busy.

* * *

**Back in the Desert

* * *

**

Alex and Rhinox had reached as far as they could after they got cleared from the minefield. Rhinox looked a little worse for wear; he had scorch marks from the explosives and felt a little weak from the running. Alex got off, trying to make it easier for the big guy. "You gonna be alright there, Big Green?", Alex asked out of his concern for his friend. Rhinox groaned, "I'll be fine, right now we've got to find the pod."

Alex pulled the GPS Tracker and activated it; they didn't know if the signal got out in time. He got a blimp on it. "it's five feet away in front of us." They looked forward and saw a chasm; they walked five feet to it and saw nothing. Rhinox looked down. "We were in five feet in front of it, horizontally." They looked down and saw the pod; it was seven yards down. "Vertically, now that's another story.", Rhinox said.

Then suddenly, Terrorsaur and Waspinator popped up in front of them. Terrorsaur spoke, "Well, well, what to we have here, Waspinator?" Waspinator buzzed, "Wazpinator thinkz we have two dead Maximalz." Rhinox transformed and brought out his gun, "Don't count on it!" He fired, causing the Predacons to scatter. The flyers transformed and brought out their guns; Alex got behind Rhinox and waited for the firing to commence.

The flyers shot at them, but missing; they probably did it on purpose for no reason whatsoever. "Alex, get to the pod!", Rhinox shouted. Alex did so and sprinted forward; he got to the cliffside and looked down. It was quite a drop, any slip up and he would wind up in heaven. He carefully climbed down while the fighting was still commencing. He climbed until he got to the pod, and started the activation code, just like Justin showed him how, but found something very good; for the Maximals.

**

* * *

****At Ayers Rock

* * *

**

Tigertron, Foxfire, and Aelita had gotten to the top of Ayers Rock; they discovered that the pod was embedded into the top of the structure. They had to climb up and it proved difficult; they had to sink their claws into the granite, plus Aelita had to hold on to Tigertron in order to get up there. They had finally gotten to the top, and began digging.

Aelita kept a look out for any Predacons in the area; there were none in sight. She was about to head back to the others when she began to hear voices.

"_Stick it in Neutral, Megatron. You're finished!"_

"_Try and stop me, Prime!"_

She looked around and saw no one there; she called out to Foxfire, "Did you hear that!" Foxfire looked around for anyone else, but only saw her and Tigertron, still digging for the pod. "I am sorry but no; it must have been something else.", she concluded. Aelita didn't understand it; she swore she heard voices that didn't belong to anyone present, but Foxfire didn't hear them, nor did Tigertron.

She then heard them again, only there seemed to be more voices now.

"_How ironic; by leading us here, the Autobots have sealed their own doom." _

"_Maybe we should just repair our ship and go back to Cybertron. Forget about the Decepticons." _

"_But we're not fighters like they are, Prime." _

"_Prepare for Extermination, Autobots."_

"_You don't have to face all Autobot powers at once, Megatron…just me!" _

More voices came after, and they became louder. Aelita couldn't take it anymore; she got on her knees, and put her hands over her ears tightly. She tried to drown them out but she could still hear them. She was near to tears from hearing them and not stopping them. Then all of a sudden, she heard this deep and dark voice that nearly scared her to death.

"_Destroy the Matrix…"_

She finally couldn't take it anymore and screamed, "STOP TALKING! GET OUT OF MY MIND! GET OOOOOOOOUUUUUUUUUT!"

Foxfire heard her scream and saw her in pain; she immediately stopped what she was doing and ran to her. She held her close to her in order to calm her down. She spoke to her, "Aelita, it is I, Foxfire, your friend. What is wrong?" She barely spoke for a moment, but then in a weak voice, she said, "The voices just stopped." Foxfire was confused now, "What voices? Aelita, I did not hear anything, neither did Tigertron."

Tigertron, however, had gotten the pod out; he immediately began to work on the computer to start the activation sequence. But before he could do that, a giant, greenish brown with yellow spots, frilled lizard tackled him away from the pod, causing the girls to look their way.

"Thanks for saving me the trouble of digging out the pod for me, Maximals.", the lizard said. Tigertron got out his Quasar Canon and pointed at the lizard. "I take it you're not with us, are you, Predacon?", he asked with much disdain in his voice. The lizard chuckled, "Why you're correct; you see, Tarantulas and his little band of Preds found me first and reprogrammed me to search and destroy you two. As well as retrieval of the human girl while I was at it." He shifted around them like he was going to attack and eat them all.

"And I'll also be taking that pod as well, while I'm here." Tigertron snarled, "Back off Predacon; you won't take this Maximal." Foxfire stood in front of Aelita, who had calmed down. "I too will not let you turn our friend into a Predacon."

The lizard just smirked, "I beg to differ; Iguanus—TERRORIZE!" The frilled lizard transformed into a brownish green and yellow humanoid male robot that looked more lizard than human. He looked to be around Tigertron's height. The head had shifted to become the robot's chestplate, while the frills became a sort of shoulder and back guard around the robot's head. The Predacon's body looked heavily armored, almost as if his body was designed to take punishment from explosives. His face looked more reptile than human and was added even more terror from his blood red optics glowing menacingly.

He pulled off the tail, which had become a dangerous cannon like rifle. "Why don't we see who's the better shot, shall we?", he said. Tigertron was at the ready with his blaster, while Foxfire got her weapons out, just in case this Predacon didn't play fair. They both stood still, wondering who would fire first; it felt like an hour had gone by. "so when are you going to attack, Predacon", Tigertron asked. Iguanus smirked as he pulled out a strange device out with his free hand, "Right Now!"

He pushed the little red button, and the ground from which Tigertron stood under blew up from under him. He flew through the air and landed back on the ground face first. He slowly got up, only to have Iguanus step on his back and pointed his rifle at his head, "Oh, did I forget to mention that I would include explosives in this game?" He shot Tigertron in the back before Foxfire could do something, and went into Stasis Lock. "Silly me"

Foxfire ran at him with extraordinary speed and fired at him. The bullets however, just bounced off his thick armored hide, so she put away her weapons and decided to just fight him fist first. Unfortunately, she didn't get that far, considering he pushed the button on the device again, and the ground exploded in front of her. She couldn't see anything until it was too late; Iguanus fired in the dust cloud and hit her straight in the chest. She flew back to Aelita and was caught by her before they almost fell into the pod.

Foxfire started to short out; Aelita knew it was risky but she knew her friend didn't have a choice. She said, "You have to go back to Beast Mode, Foxfire!" She winced, "N-No, I c-c-an not. I h-have t-t-t…" Aelita finished, "No chance, you've already soaked up too much Energon, and you're badly damaged." The fox knew she didn't have a choice so she reverted to Beast Mode, and could only lie down as the Predacon walked towards them with a smirk.

"Well, well; the Key, a Maximal, and a stasis pod. This must be my lucky day on the first job." He pointed his weapon at her. Suddenly the stasis pod's DNA scanner came online, and started to scan. Iguanus paled at this situation; he had forgotten in the excitement that the pod's computer hadn't been reprogrammed to be a Predacon. "Aw, Slag it!", he snarled as he could only wait for the pod to finish so he could take out the Maximal.

* * *

**Back in the Desert**

* * *

Terrorsaur had nearly gotten Rhinox pinned down, while Waspinator came up with the pod and Alex, who was kicking Waspinator with much annoyance. "Wazpinator haz the pod!" He landed, throwing Alex to Rhinox who caught him, and dragged the pod up. He buzzed with glee, "Megatron will reward Wazpinator!" Terrorsaur shoved him aside, "Yeah, yeah, let's just open this thing and reprogram our new Predacon."

Rhinox could only watch in terror, but Alex smirked with confidence with what was going to happen next. The two pried open the pod's hatch and looked inside; they yelled in frustration from what they found. Rhinox looked a little puzzled but understood when Terrorsaur shouted.

"It's empty; Where's the Maximal!"

Suddenly they heard a snorting sound; the Preds spun around, as did Rhinox and Alex, and they saw a copperish red Razorback boar with black hair on it's head. Terrorsaur asked in annoyance, "Hey who's the pig?" The boar then made a face like it was truly ticked off. Then by everyone's surprise, it spoke, "You talkin' to me?" Alex knew what was coming. "Uh, oh, he called him a pig."

"You talkin' to me?"

"Shouldn't have done that."

"ARE YOU TALKIN' TO ME!"

Alex looked to Rhinox and said, "Now those two are in for it." The razorback finished, "They call me Mr. Pig. Razorbeast—MAXIMIZE!" The boar transformed into a male humanoid copper and peach colored robot. He was around the same height as Rattrap and was also the same model type as Rattrap. Except on his shoulders and fists, he had a spike protruding from those points. His head was red as well as his faceplate; he had a respirator for his mouth, had two horns on both sides of his upper head sticking forward, and had yellow eyes.

He cried out for battle and ran towards the Predacons. Before they could do anything, he pulled out a twin barreled blaster and fired at their weapons before they could use them. He then tackled them and proceeded to beat the living circuitry out of the flyers. All Rhinox and Alex could do was stare in awe as to how tough the little guy was.

* * *

**Isle of Tasmania**

* * *

Blackarachnia was holding Justin by the neck while Tarantulas was still fighting Optimus. She had gotten to the pod and was about to start the reprogramming, until she noticed the pod was empty. She knew the kid had something to do with it, so she decided to interrogate him. "Alright kid, tell me where the Maximal is and I won't hurt you…much."

Justin wasn't the snitching type, but he decided to tell her considering he had a hunch that help wasn't far from them. He talked while she still held him by the neck, "Well, if I didn't know any better, I'd swear that the Maximal is finishing off Scorponok." She looked confused but then put it together; the Tasmanian devil was the Maximal.

She turned around to Scorponok to find that the mutt had beaten him, with its bear claws. Then, to Tarantulas' and Optimus' surprise, it spoke, "Well, ya wankers' are in for it. Snarl—MAXIMIZE!" The Tasmanian Devil transformed into a humanoid male robot. He was around Cheetor's height, and was colored light and dark brown. The front paws changed into hands while the upper arms were half-furry and half-mechanical. His Tasmanian devil legs folded behind him, and his robot legs popped out with the Tasmanian devil's head spilt vertically and both halves became his feet with a heel popping out. The lower jaw became his chestplate; his head was furry with two pointy ear-like structures. His faceplate was dark brown and had light green optics.

He smiled as he pulled out his Quasar Canon and fired at Tarantulas, blowing off his head, "Time for this Biter to pounce, Mate!" Blackarachnia dropped Justin and charged straight at him, not expecting he would jump over her and shoot her from behind. But she wasn't down from that, instead she was shot down by both Snarl and Optimus.

She went down for the count, and stayed down. Optimus turned to Snarl and said, "Thanks for the help, Snarl." He smirked, "Hey all in a Maximal's day, Mate." Justin had to smirk at this and was hoping that the others were having the same luck as they did.

* * *

**Ayers Rock**

* * *

The pod had finished the scanning and replication of the local lifeform it chose for the Maximal. The door opened and what came out of it, aside from the mist, was a little light brown and white rabbit the size of a pillow. Iguanus just had to laugh at this, "Oh by Primus, Run, run, it's…a little rabbit." He mocked it and laughed so hard, that he didn't notice the rabbit ran towards him and swatted him with its feet.

The rabbit shouted, "LITTLE? I'm not that small that you'd start calling me Puny!" From the sound of it, the rabbit was female, but sounded younger than Foxfire; probably fifteen or fourteen like Justin, Alex, or Aelita.

As Iguanus was getting up, she then shouted, "JackFoot—MAXIMIZE!" The little rabbit turned into a teenaged female humanoid robot colored light silver and sky blue. Her armor seemed to be a little thin, considering her age. The rabbit's head split vertically and became the armguards for the lower half of her arms and hands; the rabbit's ears stuck out to make some kind of arm sword. Her legs shifted; the upper part of her legs had the rabbit's hair, while the lower half was metallic with knee guards. Her feet shortened and were normal sized for a girl her age. The rabbit's front legs folded on her back, the rabbit's fur chest became her breastplate, and the little cottontail stuck out on the left side of her hip. Her head was light brown with two ear like structures pointing up, a little ponytail on the back of her head; her faceplate was silver sporting two big light green optics.

Even if she transformed, to everyone else, she was still small; Aelita probably guessed she was about two centimeters smaller than her. Iguanus brought up his rifle and said, "Kid or no kid, either way, you're a dead Maximal!" He fired, only to have her step aside very quickly as the bullet passed her. Everyone was shocked to see her move that fast from dodging a bullet; her face never changed, until she realized that the bullet missed. She screamed, "SCAREYYYYY!"

Iguanus shouted, "SLAG!" He fired repeatedly at her, but several times, dodged them with lightning reflexes. She continued to dodge them, not realizing he was trying to push her far to the edge of Ayers Rock. She dodged the shots until she felt a little slip of her heel. She looked behind her and realized the situation.

Iguanus laughed at his plan coming into full circle, "Well, kid, it's time to pick your way to die: by my rifle or do a suicide dive off the cliff." The girl turned around to face the Predacon, and smiled, "Suicide? To tell you the truth I disapprove of suicide more than anything." Iguanus smirked as he lifted his rifle and aimed at her. "Alright, the rifle it is, squirt."

He took careful aim, and fired; the kid however, jumped up as the shot nearly came at her. She jumped so high that she was in view of the sun, causing Iguanus to shield his eyes. He didn't see her coming as she slamkicked him in his face; sending him flying across from them. He got up and pulled out his rifle and pointed at the girl, who was still getting up. He yelled, "This game is OVER, TWERP!" She turned around and held, in her hand, the device he used to activate his bombs. He also noticed that after the dust cleared, he was standing on the very bombs he planted.

She smiled evilly, and said, "Call it payback for calling me Twerp." She pressed the button and KABOOM! Iguanus was sent flying over the rocky mountain, and went splat on the ground. "Teach ya to mess with me, Lizard-Lips", JackFoot said triumphantly. But then she was grabbed from behind and saw it was the fox Maximal. She squealed, "AWWW, you are so cute!" Aelita joined in and hugged JackFoot too, "Aw, you're so fluffy and adorable; I didn't know they let someone as cute as you onboard an exploration ship."

JackFoot heard that, and although she was terrified of the Maximal called Foxfire for how naïve and goofy she was around her, she was even more terrified of meeting the captain.

* * *

**Back at the Axelon**

* * *

"SHE'S A STOWAWAY!"

Everyone was gathered in the command center, including Snarl, Razorbeast, and JackFoot, who was being held by the back collar by Rhinox. She was trying to get loose by wiggling around, but to no avail. Optimus explained that the conditions to be met, in order to be an explorer, you would have to be between the ages of sixteen and sixty-seven. Fourteen was the limit.

Optimus walked up to JackFoot, and met to her eye-to-eye, thanks to Rhinox. "Do you have any idea as to how much trouble you're in; stowing away on an exploration ship without any training or authorization by the Maximal Elders?", Optimus said, and not in the best of moods, "did you even consider the possibilities that you could have been destroyed or reprogrammed as a Predacon criminal! What were you thinking; do you have any idea of how worried your parents are!"

"it wouldn't make any difference, considering I'm an orphan.", she said bluntly.

This stopped everyone in his or her tracks; she finally got loose of Rhinox's grasp and stood up, taking a seat. Optimus asked to hear her side of why she snuck aboard. She told them the truth; she was an orphan, who ran away from a correctional orphanage. She then heard all about exploration from a few of the crewmembers, and decided that was what she would do. Unfortunately she heard about the age restrictions, and therefore she turned to sneaking aboard and sorting everything out.

Optimus decided to have everyone wait while he and the others decided on JackFoot's fate.

**Outside**

Justin was waiting for Optimus' decision on what was to become of JackFoot's fate; he then took notice of Aelita, looking in one of the puddles of the cave. He took a good look at her face and noticed she was sad; it was almost as if she was troubled by something. Suddenly Alex grabbed him in a headlock; he never saw any of Alex's headlocks, ever. Alex said, "well don't just stand there; be a gentleman and find out what's got your girl down in the dumps." Justin broke loose and said, "I will, and for crying out loud, she's not my girl, she's my friend." He walked over to her, and Alex just said slyly, "Riiiiggght."

Aelita was still thinking back from when they were on Ayers Rock; she couldn't remember where she heard those voices but aside from the last one, she felt like she remembered the others. "Hey, Aelita. You okay?" She spun around to see Justin. She got up and straightened herself out, but Justin could tell she was hiding something.

He said while putting his hands gently on her shoulders, "Look whatever it is, you can tell me about it. I'll try to help out as I can." She looked at him and wondered how she was so lucky to have friends who were concerned for her as anyone. She told him about what happened at Ayers Rock; the voices that she heard that nearly overwhelmed her. Just thinking about that nearly got her into tears again. She buried her face into Justin's chest and sobbed a bit. Justin didn't know what to do at that point; he figured that the voices that she heard must have been part of her memories, but he wasn't sure. All he could do now was hold her and try to comfort her.

"Hey, why don't you two just kiss?"

They both turn to see JackFoot, in Robot Mode, looking at them slyly. She had noticed those two in particularly and decided to have a little fun with them, and Alex decided to help out as well. She said, "hey Aelita, you should throw him down and have your way with him if you're goin' to be all lovey-dovey about it." Alex added, "Yeah, Hey Justin, why don't you sweep her off her feet; carry her off in style."

Justin and Aelita just stood there blushing, while the stepped back from each other a little bit. The both yelled out, "WILL YOU TWO KNOCK IT OFF!"

Cheetor popped up and came towards JackFoot. She was so nervous; would she get to stay or go back into a stasis pod due to safety measures, "Hey good news, fellow teens. Optimus took a few minutes to think it over, but he's decided to let JackFoot stay on…as a trainee." Everyone was so excited that they hugged JackFoot, who didn't mind it this time. She then asked, "will I be able to help out during the fights?"

Rattrap popped up and said, "Forget it, Kid. Aside from the humans, you're just a liability in dis' war." JackFoot broke from the others and ran up to Rattrap, "I could kick more butt than you could you old, fat, rat!" That touched Rattrap a bit, "Hey, HEY! You want to know how useless a rabbit is when she's bein' hunted, Twerp?"

"Go scurry in a maze, Garbage Muncher!"

"Antenna Ears!"

"Maggot Lover!"

"Oversized DustBunny!"

"Cheese-Lips!"

"Veggie-Chewer!"

"Stubby Limbs!"

Everyone just stood there and watched the two slur out insults and names at each other. Cheetor muttered, "And I thought he argued with Dinobot as much as this."

* * *

**A few Weeks Later**

**Back in Australia

* * *

**

An U.S. retrieval team had shown up near and on top of Ayers Rock. They had gotten rumors of explosions going on around this area. The same FBI agent from area 51 was there, overseeing the investigation. He thought, "this marks the third explosion report we've gotten: first at Antigo, which we found nothing. Then there was a disturbance in London, England. And now, explosions here, on Ayers Rock; with no sign of what's been going on around here."

His team had found of what was the remains of what looked to be some kind of pod. They had it shifted back to Area 51 to be taken apart and analyzed. Before they left, their detectors found some traces of metal in the rock. They were now digging in it to find out what it was that set their sensors off.

A digger came running towards the agent, shouting, "SIR, SIR! YOU MIGHT WANT TO SEE THIS!" The agent immediately ran with the worker to the site; what he saw nearly blew him out of his shoes. Inside the hole they dug from Ayers Rock's top was a giant Robot. It was painted black; the position it was in looked like it had been shot. The most distinguished feature was the symbol on the chest of the robot; it was purple and looked like a face, only it was twisted to make it look evil.

The worker said that from the look of the dents and the rust on it, he estimated that it was here a long time; a very long time, longer than predating the Fossil Record. The agent didn't care about how old it was, he just cared about what they had found. He was looking at a giant robot that might have been a powerful weapon to some unknown race, and now they had possession of it.

He smiled as he called on his cell phone, "Agent Brook. Get the labs ready when we get back. We've just found something that'll make the Hydrogen Bomb look like a firecracker."

* * *

**Next Chapter: The Probe**

**Anyone want to guess what the name of the Decepticon the Agent found was called?**


	16. The Probe

**Beast Wars**

**

* * *

**

**Chapter 15: The Probe

* * *

**

**The Future**

**The Planet Cybertron**

The metallic world that once belonged to the Transformers, the Autobots and the Decepticons, had been the home of their descendents, the Maximals and the Predacons, for over three centuries. The world was vastly huge and cybertronic; it was like the whole planet was a huge city, similar to that of Star War's homeworld, Quarasant.

In its orbit, a mighty space station was floating around it. Inside was a crew of five, working hard on its primary mission: Find and Retrieve the crew of the Axelon. The captain sat in his command seat and pressed a button on his computer. It turned on some sort of recording and he spoke as it did its function. "Stardate: 2778. The Transwarp Exploration ship, The Axelon, commanded by Optimus Primal, has not been found in normal space. The council of Maximal Elders believes their pursuit of the Predacons who stole the Golden Disk and the Key may have been taken them into another time zone…in another galaxy. They requested launching the temporal probes to locate them."

Just then, outside the station, a legion of probes emerged from an opening in the station, filling the empty space and going in different directions. Another voice from inside the station said, "Temporal Probes have been launched. Going to Transwarp in 3…2….1" as if on cue, a Transwarp Matrix opened up from the fabric of space. The probes entered into it, and then disappeared inside; a moment later, the rip closed.

The captain then finished, "If Optimus and his crew are anywhere out there, we'll find them and bring them home."

* * *

**Earth**

**Year 2005**

**Now

* * *

**

A rift in space opened from near the Earth's moon and out if it, came one of the probes. It exited hyperspace and headed over Earth, sending out signals.

**Nighttime**

**Antigo** **Mountains**

Optimus and Dinobot were walking back to the Axelon; along with them were Cheetor, Rattrap, and JackFoot. They had just come from the Seyvont Residence to see how things were going with Aelita at school. JackFoot had spent the entire day in the house, watching TV; she spent most of that time watching Wrestling competitions or seeing action movies. She spent the whole way saying how she liked the one scene where the black dude slashed all the baddies with his sword without breaking a sweat. Rattrap and Cheetor were wondering if the new recruit here was a girl at all.

She sprinted forward, as quickly as Cheetor would and said, "Last one to the base is Pred chow!" Now Cheetor wasn't going to pass this challenge up; he heard that JackFoot's speed rivaled even his. He was not going to pass this chance to prove who was the fastest. "Oh, Yeah. Rrowl! Eat my dust!" He ran after her. Making sure that they didn't get themselves killed, Rattrap chased after them, "Hey, you two, wait up! I ain't starin' at two hairy butts; not on my watch!"

As they ran, only Dinobot and Optimus stopped and looked at the three; then they gave each other exasperated looks as Optimus transformed, and flew up to catch up to them. He flew over them without even getting their attention and landed in front of them before they reached him.

Cheetor passed JackFoot, with Rattrap in the rear still. Cheetor glanced behind and yelled to JackFoot and Rattrap in victory before he noticed Optimus, "You lose, you little…" then suddenly slammed into Optimus, with JackFoot slamming behind Cheetor. They both rebounded off of Optimus and skidded back; passing Rattrap, who acted like a Matador as the two teens slid past him. Rattrap said, "Don't teenagers ever get tired of being stupid"

The two teens slowly got back up, a little dazed. Cheetor complained, "that was mega-low, Optimus." JackFoot joined in, "yeah, we were only racing each other." Optimus knew that the teens were playing, but this was not the best of times for it. "I could have been a Predacon scout; when you're outside the base, pay attention." Dinobot walked up and transformed into Robot Mode, "you think Megatron's wasting time playing games, Fools!"

They then stalked toward the base as Optimus led the way.

* * *

**In the Axelon

* * *

**

Rhinox, Air-Razor, and Justin were frantically typing away at their computer consoles; the space scanners had picked up something on their radar, something that was giving off a Maximal signal. They watched their screens on which Cybertronic symbols occasionally appeared amidst much static and white noise.

Rhinox was muttering to the computer, "Come on, come on…." The main hatch opened as Optimus and the others were coming in. They saw everyone working frantically, Optimus stepped up behind Rhinox and asked, "What's going on, Rhinox?" "The long-range space scanners; they're picking up signals from space" Rhinox said as the other Maximals came in, "but I can't punch through the Energon interference…"

"Justin, could you go to the other consoles and try to clear up the interference?", he asked him. He then turned to Razorbeast, "Razorbeast, I need you where Justin was." "Sure thing, Big Horn.", Razorbeast said as he went over and sat to where Justin was, and his fingers danced over the control pads activating more screens within the screens.

Dinobot walked over to where Optimus was standing and looked over his shoulder. He snarled, "It's probably a Predacon trick. Or something worse." Everyone ignored that and began to do what they could to clear up the Energon interference. Rhinox turned to Rattrap, "Rattrap, see if you can get me a visual. Snarl, help him out."

Snarl saluted him and said, "Ya can count on me, Mate." Rattrap added, "On it!" They both transformed to Robot Mode and both moved to a console. They both turned on a screen, that showed a static-filled, in-and-out view of space and they each started to work at their controls.

Rhinox spoke, "I need more power." Optimus looked to Cheetor and Tigertron, and they both transformed and said, "We're on it", as they both went to their consoles. JackFoot walked up and asked, "There anything I can do?" Optimus said, "No, not right now, JackFoot."

She stood with Dinobot and mumbled something under her breath. Dinobot didn't care much as he watched everyone working and shook his head grimly. Something about this just disturbed him much. Rhinox joined up with Rattrap and Snarl at their consoles; as the two were working, the screen was getting clearer.

Rattrap muttered to the computer, "Almost there, c'mon baby, clear up for the rat and marsupial…Yes!" The screen had cleared up and showed view of what the scanners had picked up. As rattrap saw it he said it with his jaw nearly dropping on the console, "Strip my gears and call me a floor Lamp! Is that wat' I 'dink it is?"

The screen had a clear view of the probe as it was orbiting the Earth. Rhinox saw it too and answered, "Yeah, it's a temporal probe." Justin asked, "Temporal Probe?" Razorbeast answered, "Yeah, whenever an exploration team doesn't show up on a Cybertron station's sonar or goes missing, they send these things out and find us." Snarl then said, "Then that means Cybertron's found us!"

Everyone was astonished, except for Dinobot and JackFoot who hang back alone; both grim as they listen. Foxfire then asked as she shielded her heart with her hands, "Then…do you mean we are able to return home?" Rhinox answered, "If we can make contact before it moves away from Earth…"

Cheetor leapt for joy, "YESSS!"

Rhinox turned back to his console, and began to work on the controls. The image of the probe was almost gone as interference started to foul up the screen. Optimus asked, "Can you break through the interference?" "I'm gonna give it a Maximal try…sending signal now!"

He pressed one final button; for a moment, everyone, including Dinobot and JackFoot, all awaited the result. Then the computer said in its monotone voice, "Hailing code not acknowledged; Probe moving beyond communications range."

All the Maximals and Justin showed disappointment; it became tangible as Rhinox slumped at his console. Dinobot didn't share in the disappointment, and JackFoot just sighed in relief. Cheetor commented, "Talk about major crash--" Optimus patted Rhinox on the shoulder ensuring him, "You did your best Rhinox; no one could have done more." Rattrap added, "Da' Fearless leader's right, Big Green."

Rhinox, who was really bummed out, said, "No he's not; I blew it." Justin then protested, "there must be some other way to make contact with the Probe." Just then, Rhinox lit up with an idea, "there is; we might still have a chance." Everyone looked puzzled; Optimus stepped up behind him and asked, "What do you mean?"

Rhinox turned to him, "you know how probes work; they home in on the transwarp signature of the missing ship." Air-Razor butted in, "I hate to break it to you, but our transwarp engine's been offline since the crash." Rhinox answered, "That's why the probe moved on, but it'll be back just before it leaves this system and timeline."

Optimus then understood, "So if we can duplicate our transwarp signature before it returns and send it to the probe…" "We'll be on our way home to Cybertron." All the Maximals celebrate; Cheetor did by hugging Justin along with Foxfire. As they all celebrated, Dinobot and JackFoot looked on, very uneasy.

* * *

**Outer Space**

* * *

The Probe had just past Saturn and made its way to the next planet.

* * *

**Nairobi, Africa**

**Twenty Miles from Mt. Kilimanjaro

* * *

**

On top of a nearby mountain, Optimus slammed down a heavy metal beam deep into the rocky ground. It joined the last of four metal beams driven into the ground, the bottom of what would be a large metal tower array. He joined the other Maximals, as they began assembling the components and the computer to go with it.

Optimus wiped his robotic brow as he stopped, "Well, that's our foundation, let's get to work." Dinobot, who was working on the dish, and was still not enthusiastic about this, pointed out, "You do realize we're in Predacon territory?" Rattrap, as much as he hated to admit it, had to agree with him. "DinoButt's got a point; if the Preds catch us up 'ere, we'll be beautiful targets."

Optimus explained, "This was the nearest clear zone. Building the signal array here is our best chance shot at contacting the probe. Besides, Tigertron and Snarl will both watch out for our backs." Everyone then continued to work on the signal array.

On a mountain at least a mile away from the Maximals, Snarl and Tigertron were in Beast Mode. They looked upward toward the peak on which Optimus and the others were building the tower. Then Tigerton looked downward and saw something of pure beauty; a lush valley, filled with jungle foliage. To him, it was the most beautiful sight ever. When he first acquired his tiger form, he felt like he had become part of this world.

Tigertron took in a deep breath, and let it out. He said, "Ahhh. The air is sweet today." He turned to Snarl, who was more focused on keeping an eye out than enjoying the scenery. "You know, Snarl. It's been so long, I wonder if Cybertron could match such natural beauty." Snarl turned to face him and said, "Yeah, I know what you mean."

Then suddenly, their ears pricked up and they stiffen a bit as they heard a slightly familiar buzzing sound. The both turned to each other and confirmed, "Waspinator." Tigertron transformed and Snarl went into a different direction, waiting for the right moment.

Waspinator was buzzing alongside the rock face, scouting and mumbling. The area was completely uninhabited, and probably for good reason. It was an Energon kill zone; the Energon was too unstable for any use, it was a good advantage for the Predacons. But anyway, Waspinator was mumbling, "No matter what Megatron zay, Wazpinator iz tired for searching for ztupid intruderz."

Suddenly, Snarl jumped on his back and said, "Your search's over, Pred." Waspinator tried to shake him off, but he jumped off before he could transform and got blasted by Tigertron. Waspinator loses his left wing and spins across in the distance, and then crashed.

Snarl transformed and he and Tigertron gave each other a high five. Tigertron looked to where Waspinator crashed and said, "Next time he's looking for Maximals, he should keep his mind on the job."

"His job was bait…"

They both turned around with weapons at the ready, and saw Tarantulas in Beast form. They train their blasters on the scheming spider and prepare to fire. Then Snarl asked, "an' you're the trap, Wanker?"

"Not a trap, Maximal. A test."

"Of what?"

"Of my new toy."

They turn around to see a device floating behind them; the device had a sphere shaped lens that started to glow. It then let out a whine of power from the lens. The two Maximals fired at it, but it zipped aside and fired. They jumped out of the way as quickly as they could.

* * *

**Back at the Tower

* * *

**

The tower's construction was finally completed, but they had to complete the command console. Rattrap was looking for a console component; probably blaming JackFoot that she might have took it before they left. Razorbeast was looking at the schematics while Optimus set up a component inside the dish's mainframe. Dinobot was doing the final assembly on another component to the power system. Suddenly, they heard the sounds of guns firing and explosions.

Everyone was on the alert now, as in the distance, more explosions went on. Optimus used his comlink to contact them, but no reply. He turned to Cheetor and Foxfire, who were keeping watch, "Cheetor, Foxfire, scout and report the situation, and if you have to, engage. Go!"

"We're already gone!", Cheetor said. They ran ahead and switched to Beast Mode as they leapt in mid air and landed on a path halfway down the mountain and raced off. Dinobot stepped up to Optimus and said, "I should go with them; they may need my warrior skills." "No, we need you here; we haven't got much time to finish the array.", Optimus said.

Dinobot turned to his work area and just shouted out in sarcasm, "of course…we wouldn't want to miss our chance to go _home_." Rattrap, who was listening in on the conversation, put the schematics down and turned to Dinobot, but not before Razorbeast stepped in, "What's biting your sensors, Dinobot? You act like you don't want to go back." Rattrap stepped in and said, "Yeah, 'fraid yu'll miss ya Pred-head friends?"

Dinobot snapped back at the two, "YOU'RE what I'm afraid of!" This cause everyone to listen in, "you're all so eager to go home, but your home is not mine. I am Predacon despite our alliance. And when your ship comes to rescue you, my fate will be the same as Megatron's. Perhaps even worse…" Optimus now knew what was eating him; he feared of standing trial for the crimes that they committed before they fled here.

Optimus put a hand on Dinobot's should and said, "We wont let that happed to you. You're a Maximal now and we'll see that you're treated as one." Dinobot brushed Optimus' hand and said, "What makes you think I want to be?" He went back to work on the console. The Maximals look at him concerned and then turned their attention to what they were doing earlier.

* * *

**Back to Tigertron and Snarl

* * *

**

Tigertron and Snarl kept dodging as fast as they could to avoid the Lens device blasts. Tarantulas was on higher ground, watching the little display with pleasure. He snickered, "you're only wearing yourselves out; inevitably, the Lock Lens will find you." Tigertron snapped off another shot along with Snarl, the Lens avoided it. It then fired its wide beam at the two, and this time hit them before they could dodge. A purple glow surrounded them and they suddenly transformed into Beast Mode, without doing so on their own free will.

Tigertron said, "By the Matrix, what has happened?" "What in the Outback, Mate!", Snarl said. Tarantulas leapt from his vantage point to a spot a few meters from the two Maximals. "It works, how gratifying." He then transformed to Robot Mode and pulled out his missile gun and set it to web shooter.

The two Maximals shouted, "MAXIMIZE!" nothing happened.

Tarantulas pointed his blaster at them both. "Isn't life full of surprises?" They both charge at him, but he swatted them aside, and fired his webs at them, encasing them both and delivering a shock to them, knocking the two out. As they fell, tarantulas stepped in; the Lock Lens floating in after him, hovering at his right shoulder.

"Poor Maximals, you never had a chance.", Tarantulas said out of fake pity and in a low chuckle.

"They've got a better chance than you do, Chuckles."

He turned around to see Cheetor and Foxfire, in Robot Mode, and with their weapons aimed at him. Foxfire demanded, "Step away from our friends, slowly…" Tarantulas dropped his weapon and raised his claws, smiling. "As you wish, my lovely." He stepped to one side, revealing the Lock Lens that floated behind him. It whined and glowed as it prepared to fire on them. It fired before they had time to act; they were bathed in the beam and reverted to Beast Mode.

Cheetor, confused, "Hey! What the…" "MAXIMIZE!", Foxfire commanded. Nothing. Tarantulas stepped in, with his web shooter at the ready. He snickered, "Don't teenagers ever get tired of being stupid?" He fired his stasis web point blank. It enveloped the two teens; then delivered a powerful surge that knocked them out. He then looked at his catch and said in a low chuckle, "Four down, seven more to go."

* * *

**Back at the Axelon

* * *

**

Rhinox and Air-Razor were at the computer system console, working on a program to duplicate the Transwarp signature of their engine. JackFoot was just sitting at one of the chairs, sulking. Air-Razor turned to look at JackFoot, who she noticed she was pretty sour seeing that they found out about the Probe.

She then heard the computer, "Transwarp Engine Signature replicated." A computer chip slid out of the main chip slot on the console. Rhinox took it out delicately, slipped it into a holding module, which he fixed by his side, holding magnetically. He then asked the computer, "Computer, how much time before the Probe's back in signal range?"

"One-point-four mega-cycles."

"Better get my gears in high.", he turned to Air-Razor and JackFoot. "Keep the base in Lock down 'til we get back." Air-Razor gave a little salute, "you can count on us." Rhinox looked at JackFoot and she just shrugged; he didn't have time to ask, but he would later. He went for the hatch door and left.

Air-Razor then turned her attention to the little teen and asked, "What's wrong, Cottontail?" JackFoot just huffed and turned away, "Nothing's wrong!" Air-Razor didn't understand what was getting her down; they had found a way home and she wasn't happy about it. She then tried to ask her again, "come on, you can tell me; Girl-to-Girl." JackFoot then got up and turned away from her, her voice cracking for a moment, "It's because we have to go back." Air-Razor asked, "Why's that got you…"

"IT'S BECAUSE I'VE GOT TO GO BACK TO THE ORPHANAGE THE MOMENT WE GET BACK! ON TOP OF THAT, WE'RE LEAVING JUSTIN AND ALEX BEHIND; THEY'RE LIKE APART OF THE TEAM, TOO! HOW DO YOU THINK I'D FEEL, HUH?"

She then sunk to her knees and cried. Air-Razor didn't know what to say about this, but she knew she should do something. She knelt over to her, brought her over, and held her close to her. Right now they didn't say anything, but they would soon.

**Back at the Mountain**

Rattrap, Dinobot, and Razorbeast stood on the sides of the tower; they soldered the top of the tower in place. Optimus, however, looked out the valley as he used his com-link. He was trying to get the others on to see if they were alright, seeing they hadn't answered in a while.

"Optimus to Cheetor. Tigertron? Snarl? Foxfire? Anyone respond at once." Nothing, only static could be heard. Behind a few rocks that were a few yards away from the tower, Scorponok, Terrorsaur, and Iguanus were spying them after Tarantulas told them that the Maximals were in their area. Scorponok took the little Predacon symbol off his chest and handed it to Terrorsaur. "Megatron must know."

He said as he then told him to take it. He transformed into Beast Mode and proceeded to take off. But before he did he asked Iguanus, "Hey, there's something I need to ask you…You really took a beating from a little girl?" the two had to stiffen a laugh before Iguanus pulled out his rifle.

They both yelped and Terrorsaur fled off, Scorponok looked forward to the Maximals and said, "Well, whatever they're doing we'll put a stop to it."

* * *

**Back in Space

* * *

**

The probe headed around Pluto, preparing to make a U-Turn towards the galaxy, one more time.

* * *

**At the Predacon Base

* * *

**

The remaining Predacons, aside Waspinator, Scorponok, and Iguanus, were looking at a holographic display of what Scorponok saw. Tigertron, Cheetor, Foxfire, and Snarl were in two cages hanging by the ceiling by chains. Blackarachnia asked as she looked at the tower the Maximals were building, "is it a weapon?" Tarantulas suggested, "It looks more like a long-range signal array."

Megatron asked, "Yess. But why would Optimus risk building it inside our perimeter?" They heard the Maximals groan as they started to wake up. Manterror evilly grinned as he suggested, "maybe we should ask the kids first before the adults?" "Excellent idea.", Megatron said as he hover boarded over there. Foxfire slowly stood up in the cage, following Cheetor. Cheetor shook off the effects of the energy webs, "Whoa, talk about nightmares."

Megatron popped up in front of him and he stepped back, a little startled, "Your nightmares are just beginning, Maximal. Unless you tell me about this signal array Optimus Primal is building." Cheetor snapped back, "Why don't you ask him yourself, MegaDumb?"

Megatron slammed his T-Rex head hand on their cage as he was getting angry, "you're trying my patience, Feline!" But just before Megatron could really get angry, an alarm sounded off on one of their other consoles. This caught all their attention as Tarantulas went to the console. Megatron walked up from behind him, "What is it?" "It's the space scanner. It's picking up some sort of craft."

The screen lit up an image; it wasn't as static-filled and jerky as the Maximal's. Manterror asked how long it would be if the object came near the planet. Tarantulas answered, "It will be over the planet in ten cycles."

The Maximals reacted to this, but Foxfire was the one to reveal it, "The Probe!" Then she covered her mouth with her paw, realizing what she had just said.

Megatron jerked his head towards them, with his eyes burning. "Probe?" He took a beat, and then his voice bristled with urgency, realizing what they were doing on that cliff, "Prepare for full scale assault. The array must be destroyed immediately. Tarantulas. Bring the Transformation Lock Lens." All the Predacons scrambled, leaving the Maximals behind.

Foxfire lowered her head in shame, but Cheetor put a hand on her shoulder, "Hey come on, it wasn't your fault." "Yes it is, it is because of my big mouth." Tigertron shook his head, "they would have attacked the array anyway. But at least they left us all unguarded. Snarl…" Snarl shook his head in approval; they each leapt to the other side of the cage and got it to start swinging.

Cheetor asked, "What are you two doing?" Snarl answered, "Well, mate, you always say what a 'swingin' cat you are, so start swingin' and maybe we can free ourselves." Cheetor and Foxfire didn't understand but followed their lead as they start to swing their cage.

* * *

**Back at the Array

* * *

**

Dinobot placed an electronic element into the now completed console. He snarled, "Done." He turned to Optimus, Razorbeast, and Rattrap as he closed the panel. "All we need now is the Transwarp Engine module; assuming Rhinox can get it here in time." Rattrap shot back, "Don't worry, he'll get 'ere. Not dat' you give a nanobyte." "Rattrap", Optimus and Razorbeast said. Dinobot just threw his arms up and turned the other way, "to the Inferno with both of you."

Then from out of nowhere, an incoming projectile blew him off his feet. The three other Maximals turned around and reacted as they saw Scorponok. He moved in with his claw launcher, loading up. "Megatron has ordered this tower to be demolished." He fired a missile at the array, but Optimus fired his shoulder interceptor missiles. They impacted with Scorponok's in mid air, destroying any chance that the scorpion had.

He then aimed his cyber-bee claw at the big ape, "Chew on this, Optimus Primal!" But before he could shoot at him, Razorbeast and Rattrap shot at both his claws, blowing them clean off. He screamed in pain and staggered back.

Rattrap shouted, "I don't dink' so…" Dinobot stepped in, a little battered and very mad. "And I REALLY DON'T THINK SO!" He fired a massive Cybertronic blast from his optics. The staggering Scorponok is smashed by the blast, and was sent careening off the side of the mountain. The three Maximals gave each other a thumbs up.

**Back at the Predacon Base**

The two cages containing Tigertron, Snarl, Foxfire, and Cheetor were now swinging wider and wider arcs. Cheetor and Snarl both screamed, "Yeeee Haaaa!"…until they crashed into each other. The bottoms of the cages swung open. The four fell and somersaulted toward a floating platform. Tigertron, Snarl, and Foxfire were able to land on, but Cheetor nearly missed the platform. Tigertron grabbed his tail by his teeth as he fell past.

Cheetor whelped in pain from being lifted up by his tail, until he was able to grab onto the platform and climbed on. He then said, "I knew that was good for something other than swatting flies." Foxfire was the first to ask, "now what do we do?" Tigertron asked, "Do you two know where the Predacon's Repair Chamber is?" He remembered that these two were here once, thanks to the temporary teleporter. Cheetor nodded his head. "Follow me and Foxfire." They leapt to another platform and the others followed.

* * *

**Back in Space

* * *

**

The probe continued its journey back toward Earth.

* * *

**Back at the Array

* * *

**

Optimus and the other Maximals stood together before the signal array, weapons at the ready and on the alert. Dinobot informed everyone, "Scorponok's attack was only meant to soften us up. Megatron will be coming in full force." Rattrap sniped, "Maybe Rhinox'll get here before them." They then gunshots coming from the sky, nearly missing them and the array. Razorbeast answered, "Or maybe not."

They looked up and saw Terrorsaur and Inferno, firing at them with everything they had at the Maximals. The Maximals dodge, and retaliate, firing everything they had at the two flyers. Firepower exploded around the Predacon flyers; Terrorsaur fired his shoulder missiles and Inferno shot everything he had at the Maximals. The two were hit back and they spun out of control; the regain their balance and fly away.

The Maximals looked puzzled as they saw the two retreat without so much as payback. Razorbeast asked, "Hey, where are those two going?" Dinobot answered, ""I may not know much about the Fire Ant, but I will tell you this much. Terrorsaur was always a coward."

"Granted; but he does make a good Decoy when he's not flying solo."

The Maximals whirled around to see Megatron, Tarantulas, Blackarachnia, and Manterror facing them. The Lock Lens was hovering around at Megatron's shoulder. Optimus tried to reason with him, "You don't know what you're doing, Megatron." Megatron snapped back, "On the contrary, I know all about the Temporal Probe from Cybertron and I mean to see you don't contact it."

He gave the order, "PREDACONS, ATTACK!" The battle was on, as Blackarachnia and Tarantulas moved forward, following Manterror. Dinobot charged at Manterror with his sword and rotary blade whirling. Suddenly, the Lock Lens streaked in front of him and fired at him. The beam hit its target, causing Dinobot to revert to Beast Mode. Dinobot questioned, "Wha…" but before he could figure it out, Manterror and Blackarachnia came after him. The she-spider pointed out, "Impressive little toy, isn't it?" Manterror came in and smashed him with his claws so quickly, it almost made him stagger. Blackarachnia gave him a few round house kicks before smashing him aside the head with one of her claws.

Suddenly they were both getting shot at by Razorbeast and Rattrap. The rat shouted, "Nobody does that to my team, bugs!" They both continue to fire on them, until they were near the Cliffside. But before the two Predacons could fight back, the final blasts they were shot at sent them both flying off the cliff. The two Maximals moved toward Dinobot, who was on his knees, barely conscious but trying to transform.

Rattrap was the first to ask, "You okay, Chopperface?" Dinobot answered, "I, I can't transform." Razorbeast said, "Must be that Lens of Mega…" But before he could finish, the Lock Lens had snuck up behind them and shot at them; it hit them and they reverted to Beast Mode. They tried to transform back, but Megatron shot at them with his T-Rex beam and they were all out for the count.

Megatron grinned in delight, "Aw, Yesss." Meanwhile Optimus fired his blasters toward Tarantulas and shot the blaster out of his claw. The spider rushed toward him as he knocks back the wrist blaster and grabs Optimus by the throat with one claw and his other grabbed the other blaster.

He cackled at Optimus, "Your time has come, Primal." Optimus shoved his free wrist blaster into Tarantulas' belly and fired, "Guess again." Tarantulas was blown off him and off the cliff. But even as Optimus turned, the Lock Lens flew in, and fired. Optimus was hit and reverting to Beast Mode.

Optimus screamed, "NO!" Megatron fired a missile at the array and yelled, "Your dreams of returning to Cybertron are over, Optimus." Optimus wasn't going to give up that easily; he leapt to the tower, grabbed a girder lying there and hurled it at the incoming missile. They both hit each other, exploding and sending shock waves, which knocked Optimus back into the tower and fell to the ground.

Before he could get up, Megatron stepped on him and said, "Very resourceful." Optimus struggled to get free, but to no avail as Megatron was preparing to shoot at him. "But in the end, the result is the same."

"DON'T COUNT ON IT, MOTORHEAD!"

He turned to see Rhinox, only to get the green Maximal's fist to slam into his face, sending him flying a few feet. He was down for the count, so Rhinox attempted to help Optimus up, but he spoke with urgency. "I'll be alright. The array; there isn't much time." Rhinox understood, so he rushed to the console to begin and to finish quickly.

* * *

**Earth's Orbit

* * *

**

The Probe had finished its course and was orbiting Earth…one last time.

* * *

**Back at the Array

* * *

**

Rhinox had finished with everything else; all that was left was to insert the Transwarp signature. He pulled out the control chip and inserted it into the console. He hit a button on the console, and he smiled as he was rewarded with a hum of power. "Online; all I have to do now is enter the code." Rhinox began to type in the code, when Optimus, still on the ground, saw the Lock Lens move behind Rhinox.

He weakly said, "Rhinox…" "Hold on, I'm almost finished." The Lens fired at him, engulfing him in the beam. He reverted to Beast Mode before he finished. He wound up on all fours before the console, quite surprised and desperately tried to transform into Robot Mode…but to no avail. Realizing he couldn't transform, he rushed to Optimus, "You've got to enter the rest of the code; I can't do it in this form."

"Oh, how sad." The two turned to where Megatron was getting up and saw Iguanus, with his gun at the ready and in his other hand, his bomb detonator. Optimus turned to the array and noticed that the main power core was littered with explosives. "See, while you guys were busy fighting the others, I was preparing to blow the tower sky-high!", Iguanus explained. Megatron had finally gotten up and watched as his saboteur was about to bring in the final blow. Optimus shouted pleadingly, "Megatron, Igaunus, no…"

"Oh, Yesss. No Predacon will become a Maximal prisoner while I live and rule. Do it!" Iguanus pushed the button and the explosives detonated; the power core blowing up caused a chain reaction that caused the array to explode along with it. Optimus and Rhinox were thrown back by the explosion, and the two remaining Predacons stepped before the smoldering ashes of the demolished tower.

Megatron said triumphantly, "Delightful. Now just one more thing…" They turn to Optimus and Rhinox, who are still on the ground, lift their weapons and prepared to give them the final blow. Suddenly, a shot exploded at their feet, blasting them back. Iguanus asked, "Who…?" They turned to see Cheetor, Tigertron, Snarl, and Foxfire; standing on the mountain top, with their weapons at the ready.

Cheetor shouted, "Time for you to decorate a cage, Megadork!" They both back away slightly; Megatron said, "I see you kept yourselves busy during my absence. I applaud your ingenuity, but as for caging me…I think not." The four Maximals didn't see the Lock Lens floating up behind them as it charged, but Optimus did.

"Behind you!"

The four turn around, and before the Lens had time to dodge, the four fired everything they had at it. The Lock Lens blew up to bits and fell down to the ground below. Megatron and Iguanus transformed into Beast Mode and prepared to get away. Megatron, with his teeth grinding, said, "Pity; that device took a long time to perfect. But no matter…Cybertron won't find you now, and the Beast Wars will continue until I AM THE VICTOR!" And with that, they both took off.

All the Maximals were gathered around the tower's wreckage, realizing the horror of the truth. Unfortunately, Foxfire, being a little naïve, asked, "Were we victorious? Did the signal get through to the Probe? Are we returning home?" Optimus turned to her, his expression a little of disappointment and depression of what he would have to tell her. He finally said, "Not today, Foxfire…" They all look upward, and as they do so, Dinobot slowly turned and walked away.

"But someday…we will…when the Beast Wars are over."

* * *

**In Space

* * *

**

The Probe soared away from Earth, not realizing it left behind what it was searching for. A Transwarp Matrix opened and the Probe disappeared inside, and the Matrix portal closed.

* * *

**The Seyvont Residence

* * *

**

After everyone had gone through the CR Chamber, they decided to try and contemplate. Justin, Alex, and Aelita were in the tool shed/barn with JackFoot with Aelita and Foxfire, and Cheetor was with the boys. Alex was the first to speak up, "I can't believe those Preds; trashin' the tower before you guys had a chance." Cheetor was mumbling, "yeah, Ultra-Slag."

Justin, however, said something enlightening, "I don't know, I think this was kind of fortunate." Everyone looked at him like he had lost his mind. Foxfire asked, "I do not understand; why was it a good thing." Justin explained, "You guys couldn't have left without the other pods; they're basically the rest of your crewmates. Secondly, this gives you guys a chance to stop Megatron. And finally…" he stopped before he had a chance to finish.

Everyone waited for him to say it; JackFoot shouted out, "So you and Aelita can begin your Lovey-Dovey relationship. YEAH!" Justin shouted in denial and it became a free-for-all verbal disputes that turned into a friendly chat.

Unknown to them, Optimus, Dinobot, who were both in Robot Mode, and Rachel were standing behind the doors listening in on them. Optimus said cheerfully, "They seem to be taking it well." Dinobot snarled, "I suppose no one would have it any other way." Rachel said, "I have to agree with Justin; I mean, you guys are the closest thing to a family we have, Optimus. To Justin, you're the closest thing you have as a father." Optimus looked at her, surprised with an eyebrow up. He turned to look back at the kids and thought of that; he had never been thought of as a father figure to some, but he felt that in some strange way, it was the most normal choice.

* * *

**Next Chapter: Double Jeopardy**

**The Rat and the Trickster: Maximals or Traitors…**

**And what of the New Predacons? Loyal or Backstabbing?**


	17. Double Jeopardy

**Beast Wars**

**

* * *

Chapter 16: Double Jeopardy

* * *

**

**Somewhere in Antarctica**

Optimus and Dinobot were crossing the artic landscape of the most desolate and barren area of Earth. They had discovered that there were two stasis pods located in the area, and they had to get there before the Predacons did to claim them. They were reaching an icy wall that almost made them both feel boxed in. Dinobot stopped for the moment, shivering, "the cold…My servo-fluids are within two degrees….of crystallization." Optimus couldn't complain about that; Alex wasn't kidding when he said it was colder than the inside of a freezer.

But right now they needed to know where the pods were, before the Predacons got to them first. He activated his comm., "Optimus to base. Are we near the pods?" Rattrap answered back, "_Well, if it was a snake in da' grass, id've bittn' ya. Ya' should be about a few meters of it._" Optimus and Dinobot looked around and saw nothing but snow and ice. Optimus had a hunch and looked up towards the icy wall, and found the two pods lodged into the ice. Optimus reported back, "We're within a few meters of the pods, horizontally. Vertically, that's another story."

Suddenly, Terrorsaur, Waspinator, and Inferno popped up from the cliff to where the pods were. Terrorsaur laughed at the scene, "Well, well, two intrepid Maximal explorers trapped in a box canyon with no way to get to the stasis pod. How delightful…what say we close the lid on them. Predacons—TERRORIZE!" The two flyers transformed and attacked. Inferno was given the task to thaw the pods out and get out of there.

Dinobot shouted, "We are betrayed, Primal!" They both transformed and fought back. Unfortunately, they were attacked from behind as Scorponok and Iguanus were firing the big guns. One of their blasts hit Dinobot in the arm as he was confirming the situation. "We are at a strategic disadvantage." "Deal with it!", Optimus said. They were heavily outnumbered as they were being pushed back; then Terrorsaur hit Dinobot with a few well placed shots from his blaster. He was down for the count as Terrorsaur shouted, "Yes! The pods are ours for the taking!"

He turned to see if Inferno was done thawing out the pods, and he was; he had gotten them out and was carrying them away. However, he was building up Energon surge, but that didn't seem to stop him. Optimus saw the crazy ant soldier flying away with the pods; he turned on his jets and flew up to pursue him. Waspinator flew in front of him, but was met with Optimus' fist to his face as he flew through.

He shouted as he aimed for Inferno, "Those pods are Maximal property!" However, Terrorsaur shot him in the jets as he snuck up behind Optimus. He came crashing down into the ground as Dinobot was getting up. "Which the Predacons will gladly steal. Mission complete!", Terrorsaur said after he waited for Waspinator to regain himself. The three flyers flew to their respective destination to where the gate would be, and Scorponok and Iguanus went to Beast Mode and ran for it.

Optimus, who was a little worse for wear and his jets on fire, looked up with a not so happy look on his face. "Well that's just Prime."

* * *

**Back at the Axelon**

* * *

Optimus and Dinobot had gotten out of the CR Chambers and were as good as new. Optimus was not too happy of this situation so he called everyone in, Maximal and human alike, for an emergency meeting. When everyone was present, Optimus addressed the problem, "This has been the third operation that's been ambushed by Predacons: first it was Energon they stole that was supposed to be for our quantum scanners. Then it was an attack on Air-Razor, JackFoot, and Tigertron while on scouting patrol. And now they've taken two stasis pods."

Razorbeast was the first to ask, "You think there might be a security leak going on?" Rhinox replied, "The communications might be hacked in, but that's just an option as to what's going on." Then Cheetor pointed out, "Or maybe there's a rat slippin' out info for the Preds." Rattrap took that comment personally, "Hey!…" "Um, speaking metaphorically, that is." Aelita couldn't help but giggle at that, and Alex and Justin just laughed it out loud along with JackFoot. They stopped as soon as Optimus and Rattrap turned his head towards them and glared.

Dinobot, who was in deep thought about it, thought about both the communications being bugged and a rat being the problem and pointed out, "It _was_ Rattrap, who led us into the box canyon, and nearly to termination." Tigertron shouted, "That's absurd!" He continued, "And who was it that was on communications earlier today?" He turned his head straight towards Foxfire. She protested, "But I would not…" "Now your taking it too far, Dinobot!", Rhinox shouted as he pounded both his fists on the Holo-Navi Computer table. Cheetor defended, "Yeah, c'mon. Rattrap and Foxfire wouldn't fink us out."

"Well I'm not so sure about that."

Everyone turned to Optimus, shocked, as they couldn't believe what he was saying. He then turned to the two accused Maximals, "Rattrap. Foxfire. I want a word with both of you…in private." They did so reluctantly, and everyone awaited the outcome of this.

* * *

**The Predacon Base**

* * *

A DNA Scanner probe shot out of the Volcano and searched for compatible lifeforms for the new Predacons they had procured. There were none in sight, so it went further; across the ocean and headed straight for South America. Back at the base, Tarantulas was hard at work reprogramming the two pods, and Blackarachnia was looking for the right beast forms. Megatron was looking over the widow's shoulder from his command chair. He questioned, "Have you found some suitable lifeforms for our new comrades?"

Blackarachnia looked at the console screen that controlled the probe and found just the lifeforms. "Yes, I believe I have, Megatron." "Then begin scanning and replication.", he ordered. The probe scanned the two creatures Blackarachnia had chosen, and the pods began hard at work. And when they were finished, the pods opened to let out the new additions to the Predacon fleet.

Tarantulas cackled, "Scanning, replication, and reprogramming complete; the new Predacons are everything we could desire." Blackarachnia finished, "So let us introduce you all to the newest members of the Predacons: Spittor and Shadow-Panther."

There, where the pods were, was a light blue tree frog with jungle green eyes and light orange spots on it. Next to the frog, was a Black Panther with black and red eyes. The frog said, "Spittor—TERRORIZE!" it transformed into a peculiar male humanoid robot colored light blue and black. The back legs and feet of the frog shifted as the arms and hands of the robot. The front legs of the frog lengthened and twisted a bit to become the robot's legs. The head of the frog shifted into the robot's chestplate. The head was light blue, the inside of the mouth was light orange and had three teeth on the lower jaw, and his eyes were jungle green, just like his Beast Form's.

The Black Panther spoke out, in a female's voice, "Shadow-Panther—TERRORIZE!" The panther transformed into a drop-dead gorgeous teenaged female humanoid robot colored black and shining silver. The panther's hein legs shifted into the fembot's legs with the feet shifting into high heel feet, with the toes pointing out claws. Her arms were silver and black with armguards and her hands had hand guards with two spikes sticking out on top. The front legs moved into the back, but instead of crossing, they were positioned with the paws pointing upward and parallel from each other on her back. The Panther head was placed on her right shoulder while the part with the tail was placed on her left shoulder, with the tail curled up like a whip. Her upper torso, from neck to pelvis, looked like a sexy one piece bathing suit; her breast plate had two silver claw marks on each breast. Her face was silver, and had black coil-looking hair that was thrown back and came down to the top part of her shoulder blades. On her face, she had a kitten nose, two black stripes on both of her cheeks, and a cat mask structure, and her eyes were red.

Tarantulas looked at her and made a quirk, "Oh, be still my spinnerets." Blackarachnia looked at him like she wanted to puke. But both turned their attention to Megatron as he spoke, "Blackarachnia, I suspected that you would probably have an ulterior motive to the selection of the Beast Forms." He then turned to look at the new Predacons, "However I'm sure that Spittor and Shadow-Panther will make excellent additions to the Predacon cause." He then turned to look at the screen that was attached to his chair, showing the location of where the Maximals were stationed. He spoke out of sheer arrogance, "thank you Optimus Primal…for the Protoform gifts."

* * *

**Back at the Axelon**

* * *

Optimus was still talking to Rattrap and Foxfire while everyone else was huddled together on the other side, looking over there and talking. Snarl questioned, "Ya' don't think our mates there are workin' for the Pred-Wanker's do ya'?" Rhinox answered, "Not a chance." Then suddenly, they heard Rattrap and Foxfire, both frustrated at Optimus, "Scrap it, Optimus! You dink' we was workin' for the Preds! You got a whole new skid plate, ya Oversized Baboon!" Foxfire slapped Optimus, "How dare you think that I would lower myself to the Predacons, you Baka!"

Frustrated, Optimus brushed them aside and faced everyone else. "Everyone, Rattrap and Foxfire's allegiance has been brought up into questioning." Everyone couldn't believe this as JackFoot questioned, "C'mon Optimus, you don't really believe these two are traitors? Rattrap's got a big mouth and, no offense, but Foxfire's too…well let's just say she's a little too naïve for her own good." She could tell that the two she spoke of where giving her the death glare right now, but that didn't matter.

Optimus said, "The repeated ambushes of Maximal operations speak otherwise." He turned to the two Maximals in question, "Rattrap. Foxfire. I'm sending you two out on a solo mission together; you're to search for Energon in Nairobi…in Sector 12." Everyone was terrified to hear Optimus say that destination, and Justin was the one to object to it, "The Lava Pits? Optimus, that's like giving them the death sentence. Sector 12 in that place is one major unstable Energon area. Not to mention is within range of the Predacon base."

Optimus wasn't fazed by this and looked back to Rattrap and Foxfire, "Think of it as a test of loyalty." The two Maximals, who are very frustrated, go to Beast Mode and went to the hatch to use the gate. Air-Razor asked, "I know you're still hot about losing the pods, but you don't think…" Optimus looked to everyone and said with a stern look, "This mission should answer that….once and for all."

* * *

**Sector 12**

**The Lava Pits

* * *

**

It was a raging river of lava, with stones that made bridges and crevices to cross. One false move and you'd be the ultimate fondue, which was what Rattrap and Foxfire would be if they made one slip. Rattrap looked around while Foxfire went in further. He turned on his communicator to talk to Optimus, "Nothin' 'ere, our search has shown zippo Energon." Optimus responded, "Keep searching, you two; one more search and then head on home."

**At the Predacon Base**

Megatron, Waspinator, and the new recruits were listening in on the communications console…on the transmission. They heard Optimus give the next position, "_Check Sector Beta Z-12._" Megatron just smiled as he just marveled at the ingenuity of spying on the enemy, "Ah, the simple pleasures of code-breaking." He turned to his newest recruits, "This looks like a perfect opportunity to prove yourselves. Yess. Go out and greet our guests, will you?" Shadow-Panther said, "Anything for you, Almighty Megatron." They reverted to Beast Mode and left to get the intruders invading the area.

**Back with Rattrap and Foxfire**

Rattrap was looking around the area and reported back, "Nothin' 'ere, Energon or otherwise." He was about to turn around and walk back, he felt something sticky wrap around his back paws. He was suddenly pulled back and thrown into a wall. He groggily shook his head and looked at who threw him; he saw a tree frog around his size and suddenly transformed into a Predacon. He said, "Mmm, Rat, my favorite, yo." Rattrap transformed and fired at the frog; however, he jumped before he could land a beam at it. He tried to aim at him, but the frog-bot was moving and jumping too fast go get a good hit. He suddenly jumped straight towards him, and plow kicked Rattrap.

Foxfire was walking around, until she heard her communicator going off. She transformed and tapped her left shoulder, activating it, "What is it, Rattrap?" "We've got problems, Foxy; Preds attackin'!" She was about to return to where he was, she was confronted by a fembot who looked like she was part panther. She said, "This is going to be too easy." And she punched her, causing Foxfire to nearly fall off the cliff they were standing on. She flipped herself up and brought out her guns, only to have them whipped out of her hands.

* * *

**Back at the Axelon

* * *

**

Everyone was listening in on the situation; it seemed that Rattrap left on his communicator and they were listening to everything. Rhinox pointed out, "Rattrap's comlink is still on, and they're under attack." This gave proof that they weren't spies for the Predacons. He turned to Dinobot, "Told you they weren't traitors."

Back at the battle, Rattrap was really not doing good, considering the new Pred was using his feet and tongue as weapons. Then when Spittor jumped at him one final time, Rattrap caught him by catching him by his arms, holding him face-to-face. "Gotcha'!" Spittor smiled and transformed to Beast Mode, and spitting slime into Rattrap's face. "Na, I got you, Rat-Face!"

Rattrap tried to claw at the stuff but found it was solidifying. Shadow-Panther was walking back, while holding Foxfire by the neck, "this one didn't even put up much of a fight." She threw her down next to Rattrap, who finally got the gunk off. He saw as Shadow-Panther came into view and took out a pistol from a compartment in her upper right thigh. She then said, "Prepare to go offline, Maximals."

But before she could fire, Rattrap shot out his hands and pleaded, "W-wait!"

Everyone was listening in while Rattrap still had on his com., "_I beg for mercy for the both of us._" Rhinox couldn't believe what his friend was saying, "What?"

Shadow-Panther looked a little skeptical from what she was hearing and signaled Spittor to be at the ready, "Mercy? At what price, Rodent?" Rattrap got up slowly, brushing off the dirt, along with Foxfire. He answered, "Y-you name it sistah; we've got no ties wit' the Maximals anymore." Foxfire agreed with that, "Yes, we are free agents; they did not trust us, so therefore we left."

Shadow-panther thought about it for a moment and saw this as a window of opportunity for her. "Well, finally we have Maximals with logic circuits." She signaled Spittor to stand down and she put her weapon away, "very well, I'll spare your sparks, in exchange for your services." The two Maximals looked at each other and Rattrap spoke out, "Alright what've we got ta lose; we'll do whatever ya say."

"_We'll even become Predacons._" Everyone heard that last sentence and were completely shocked. Cheetor couldn't believe it, "Foxfire and Foxfire? Predacons? No way." Razorbeast shouted, "I don't believe it!" Dinobot questioned, "Will you still defend your friends, or will you finally see them for what they are…traitors?" Rhinox snapped out, "You're a fine one to talk; Rattrap and Foxfire wouldn't…" He stopped, realizing the obviousness of what he heard. Aelita couldn't believe that one of her friends would betray her, but Justin and Alex looked a little serious.

Back with the others, Rattrap swiped on his right arm to where the Maximal symbol was, and it changed into a Predacon symbol. Foxfire swiped on her right ab to where her Maximal symbol was, and changed it too. They both changed to Beast Mode and they were escorted to the Predacon Base.

* * *

**In the Predacon Main Control Room**

* * *

All the Predacons were gathered there, in Beast Mode, with Shadow-Panther standing on a hover platform. She licked her left front paw before addressing everyone, "Here me, Predacons. I, Shadow-Panther, present you all the edge that will tip the balance of power in the battle against the Maximals." She turned to a cage behind her, holding Foxfire and Rattrap. "I present you my lieutenants, Rattrap and Foxfire. With their added power, my own, and Spittor's, we will defeat the Maximals once and for all. But my gifts to you don't come without something. In return, I shall become the new leader of the Predacons."

"You sniveling, little brat!" She turned to face Megatron, who was pretty miffed considering a kid was challenging his power. But unknown to him, the former Maximals snuck out of the cage without anyone noticing. He continued, "These Maximals aren't your lieutenants. Nooo. They must be spies. Yess. They can't be trusted…" Before he could finish, he was struck with some kind of energy and fell to the floor, gasping for air. Shadow-Panther smiled evilly to see Rattrap stepping on Megatron with some kind of tazer-like device in his hand. He said, "Shouldn't ve turned ya back, Big Mouth. Now you'll find ya servo-circuits scrapped."

Inferno stepped up, "No one does that to the Royalty; Inferno—TERROR…" Before he could transform, he was shocked as well, by Foxfire. Shadow-Panther turned to face the ant, "not only are your servos fried, but transformation has been disabled as well." Foxfire pointed out, "the better to worship your new Queen and her lieutenants." Shadow-Panther then turned to everyone and asked, "well does anyone else have a problem with me being the leader?"

Everyone shook their heads, not wanting the same fate as Megatron or Inferno. But Scorponok spoke out, "I've got a problem with it; I'm not following some kid. I am forever loyal to Megatron" Blackarachnia turned to the scorpion and quirked, "then you're an even bigger fool than you look." Tarantulas made a compliment to his so-called mate, "Direct as well as lovely." But turned to business, "But we should debate this in private, not in front of the Maximals."

Shadow-Panther agreed, "Very well. Waspinator, take my new lieutenants and the deposed Megatron and Inferno to the lower chamber." Waspinator then took the Maximals and the out cold Predacons to their cages and took them to the lower holding chambers below.

**Back at the Axelon**

"What do you mean, 'go after them'? You mean rescue them?", Razorbeast asked. Cheetor, who was still depressed by the news just like Rhinox, asked, "Why? Just let 'em go." Optimus pointed out, "they're too dangerous as weapons to fall into Predacon hands." Dinobot backed it up, "Agreed. They both should be neutralized, to be brought back to answer for their treachery, and to be brought to justice." Optimus looked aside and was now worried for Rattrap and Foxfire for what Dinobot was going to do.

* * *

**The Lower Holding Chamber**

* * *

They were lowered in the chambers, Rattrap and Foxfire in one cage, Megatron and Inferno in the other. They were dangling over a huge pit of lava, with no chance to get out. Megatron, who seemed calm due to the situation, said, "Well this is an unlikely pairing; the deposed Megatron and Inferno, and two Maximal traitors. Yess." He turned to them, "I will decide your fates after our restoration." He then spoke out loud, "Voice Recognition command, Cmputer" It answered, "Megatron" he smile at this; he thankfully forgot to mention that everything on this ship was controlled by his voice commands. He ordered, "Open cell. Summon platforms." The door to their cell opened and two platforms hovered to their cell; Megatron and Inferno got on and left for the CR Tanks, but not before Megatron gave the two traitors a bit of advice. "A wise tyrant always plans ahead for his/her personal escape." He left and they were both out of sight.

When they were gone, Rattrap muttered, "And the wise Maximal traitors always make sure they're carrin' a handy infiltration kit." They then transformed, and changed their symbols back to show their Maximal allegiance. Rattrap opened up a compartment in his arm and pulled out a lock pick. He fumbled with the lock until it opened. They both looked around and saw a ventilation shaft on the wall closest to their cage.

Rattrap made the first leap, nearly falling down the pit as he struggled to get up. As he did, he signaled Foxfire to do the same; she made it with no problems. He then asked, "ya remember wat ta do, right?" She nodded, and they both went their separate ways, going as stealthy as possible. A few minutes of walking, and Rattrap began hearing voices as he looked up and saw shadows of Shadow-Panther and Scorponok. Scorponok shouted, "I will not follow you; Megatron is our true leader." Shadow-Panther answered back, "Will you shut up about that! I'M YOUR NEW COMMANDER NOW!"

He just ignored it and walked on.

**Outside the Predacon Base**

All the Maximals were present outside, in Beast Mode, and waiting for Optimus to give out the signal to attack. Snarl asked, "What are we waitin' for, Mates?" Dinobot concurred, "Yes, why do we not attack and draw out the traitors?" Optimus turned to them and answered sternly, "We attack on my command."

When they weren't looking, he activated his core-conscious communication link back to the Axelon. '_Any word from Rattrap and Foxfire, Justin?_' Back at the base, Justin answered, "Not yet; we'll let you know as soon as they answer." Optimus answered back and went off. Aelita, who was sitting on the other console with Alex on the other, looked to Justin, "I understand why Rattrap's there, but what is Foxfire doing?" Alex answered, "she's diggin' us some info we couldn't get to before."

* * *

**Back inside the Predacon Base**

* * *

Rattrap was in the Communications console room, keeping out of sight, as he watched Waspinator typing on the console. The computer reported, "No Maximal frequencies have been detected" Satisfied, he transformed to Beast Mode and flew off to the control room, seeing what Scorponok's fate would be.

Once he was out of sight, Rattrap leaped down to the ground, and went over to the console. He pried it open, and discovered how the Predacons had been figuring out how they knew about the operations: A Maximal chip. "Heh, no wonder…", he whispered as he took out the chip and climbed back up to the ducts.

**In Megatron's Private Quarters**

Foxfire slipped in, unnoticed, hoping that Megatron wasn't anywhere nearby. She walked over to his private computer; she opened a compartment on her left side of her head and pulled out a wire. She connected herself to his computer, and searched for what she needed.

Back with Rattrap, he was walking down the ventilation shaft tunnels leading to the holding chamber. Unaware to him, he walked into a stasis web trap as it trapped him. He mumbled, "What in the Galaxy?" He tried to break free but to no avail, as the computer was alerting a certain spider nearby. Tarantulas was about to feast on a tiny helpless rat until he heard something or someone was caught in one of his traps. He threw the rat aside and walked along the ceiling, mumbling, "Always when I'm eating".

Rattrap flicked his wrist, and out popped his hidden dagger; he slashed the webs and ran away as fast as he could before the owner of that web came by. Tarantulas arrived and found the shredded webs, convinced that there was a rat running around loose.

* * *

**The Holding Chamber**

* * *

Rattrap was getting back in their cell, muttering, "Slag, where are ya, Foxy?" Before he could question more, he heard cackling and saw Tarantulas, standing from the ducts, "So the juicy rat has been running his maze. But not for long." He transformed and got his weapon at the ready. Suddenly, Foxfire appeared in front of him, hanging upside down with her weapons at the ready. She spoke before she fired, "I do not think so." She fired until he was on the ground, smoking full of bullets and gasping for air.

She flipped up and jumped from the wall back to the cell. Rattrap muttered 'showoff' and asked, "What kept ya?" She answered, "There were too many files to look into, but do not fret, I was able to find what we needed." He nodded and turned on a signal, "Then it's time fa' Big Ape and 'de others ta' join 'de party."

**Back Outside**

Optimus received a transmission low enough for him to hear alone; it was Alex saying, "_This is Superstar to Big Ape; the Spy and Trickster have given the signal._" Optimus answered out loud, "Copy that." Cheetor asked, "Copy what? Who you talkin' to, Big Bot?" Optimus ignored that and said out loud, "We attack now. Maximals—MAXIMIZE!" The Maximals transformed and fired everything they had at the unexpected Predacon Base.

Inside, the base shook, startling the Predacons, including Shadow-Panther. She demanded, "What's going on, Waspinator!" He answered as he scanned the communications for Maximal signals, "We're under attack, Maximalz are attacking uzz!" She thought that was impossible for them not to know; they had a Maximal decoder chip. She questioned, "Why weren't we warned of an attack by the Code Breaker." He answered back, "Mazimal decoder haz been deactivated; Zhieldz damaged."

Just before she could figure out a way to win this, Inferno popped up behind her along with Megatron. Inferno pointed his blaster gun at her head, "It seems the new Queen has failed in her duties." Megatron knew she would fail but humored her, "Well, Leader, How shall we handle this." Before she could get on his good side, she heard that last comment and asked, "Wait a minute; you're going to allow me to lead, Megatron?" He chuckled, "a wise tyrant always allows the fool to take the lead in a crisis, such as this one."

She took this in for a moment, and thought up a command. She commanded the Predacons, "Release my lieutenants, and prepare to counterattack against the Maximals. Predacons—TERRORIZE!" They all transformed and prepared for the counterattack.

* * *

**Outside the Predacon Base

* * *

**

The Predacons, including Rattrap and Foxfire, ran out firing their weapons at the Maximals. The Maximals retaliated by firing back; Tigertron pointed out, "We're outnumbered!" "They've transformed the Protoforms, but we've got a secret weapon.", Optimus said as he and Air-Razor took off in the air to battle the flyers.

Rhinox fired at Waspinator, who was sizzling from all of Rhinox's machine gun rounds; he immediately fell down. Razorbeast ran towards Iguanus as the saurian shot him with his rifle but missed; Razorbeast went to Beast Mode and tackled Iguanus. Inferno was firing at Tigertron, who dodged while in Beast Mode, then went to Robot Mode and shot at him with his Quasar Cannon, switching to his Liquid Nitro bullets. One hit from them, and Inferno was frozen solid and fell down to the ground.

Spittor shot out his tongue at Dinobot and caught his arm, while Manterror moved in for the kill. Dinobot wasn't worried; he grabbed the tongue and pulled Spittor in, spinning him around and around, until he chopped the tongue and let him get thrown into Manterror. He finished it by blasting them both with his optics. He said, "Keep your tongue in your mouth, Toad." JackFoot, who was with Cheetor, watched the whole thing, whispered, "He's so cool, man."

Shadow-Panther was standing next to Rattrap and Foxfire, giving them a chance to prove their worth. She shouted, "alright you two, it's time to prove your loyalty to the Predacons. Fire on Optimus Primal and the bird." They aimed at the two, who had finished fighting with Terrorsaur, and were trying to dodge the firepower. They both took one shot and hit the targets sending both Optimus and Air-Razor, yelling out in pain and falling down.

Cheetor saw that and couldn't believe it, but he did, "Rattrap! Foxfire! So its true!", he growled in anger and ran straight towards them. JackFoot saw Air-Razor get hit and saw that it was Foxfire who took the shot. She didn't care for an explanation, but her need to beat up Foxfire for hurting the only fembot she saw as an aunt to her. She ran after Cheetor to catch up.

Optimus and Air-Razor crashed near Blackarachnia, who walked up to the fallen forms and prepared to shoot at them. Suddenly, Snarl fired at her, shooting the weapon out of her hand and causing her to shriek out in pain. He shouted back, "Back off, luv!" She turned to face him and just calmly walked towards him. He ran towards her shooting at her; he shot off her spider legs, but it didn't faze her nor slow her down. When he was close enough to her, she roundhouse kicked him to the ground. She looked down on him and said, "another time" She stepped on his face and walked off.

JackFoot had reached for the three others and tackled Foxfire to the ground. Cheetor ran towards Rattrap, but was stopped by Shadow-Panther as she knocked his weapon out of his hand. She took out her whip and tried to hit him, but he got through and slugged her across the face. She fell on her knees, holding her face with her hand. She looked at Cheetor through teary eyes, "H-how could you…I'm just a helpless girl." Cheetor, stunned at the moment, "I'm sorry, I…" but before he could finish, she kicked him below the belt, causing him to lose balance. She brought out her pistol and shot him, causing him to fly back.

She held her pistol high and said with a smile, "As I said, I'm a helpless girl and shouldn't be taken for granted." Suddenly, Dinobot grabbed the arm that held her pistol and punched her, then headbutted her, and finally kicked her aside. He said to her as she was down, "Fortunately, I don't take helpless females for granted." He turned to Rattrap, "as for you, my comrade…" he walked up to him, took him by the throat, and lifted him up until he was at eye level. "I have awaited this moment, Traitor." He brought up his sword, ready to run it through Rattrap's head as Rattrap was struggling. "Prepare to be terminated." Then suddenly, Megatron grabbed him by his head with his T-Rex head hand.

JackFoot was still trying to throttle Foxfire while she was still pinned down. She growled, "How could you? I thought you were my friend?" Foxfire, struggled to talk, "I...am" JackFoot looked like she was going to cry at that and didn't believe it, "you liar!" She was suddenly snatched by her neck by Megatron with his free hand and was held up by her neck, while she was trying to struggle free.

He looked to Rattrap and then to Foxfire and said, "Well, this is the final test for you two. Yess. Predacon heroes, or Maximal spies; destroy the traitor, Dinobot, and the pest, JackFoot." They both pointed their weapons at the two, but not knowing what to do. Dinobot and JackFoot struggled to get free but to no avail. Megatron was looking uncertain, but Shadow-Panther popped up opposing Megatron. "They're my lieutenants!" She turned to them and ordered, "Destroy them, I command you!"

Not knowing what to do, Rattrap shot at Megatron's knees, causing him to fall down on them, howling in pain. Shadow-Panther, not believing what she saw, didn't notice Foxfire running up to her and punch her twice in the face. She shouted, "That was for forcing us to become Predacons!" She picked her up again and punched her three times in the face, "That was for ordering me to fire on Optimus and Air-Razor!" She then punched her twice, and reversed backhanded her, causing her to spin and fall to the ground, "and that was for Cheetor!"

Before Megatron could shoot the rat and fox, Dinobot broke loose and punched, headbutted, and kneed Megatron in the face, causing him to let go of JackFoot. She backed up to Dinobot and said, "Thanks", he just said without looking at her, "you can return the favor some other time." Megatron slowly got up, spit out one of his front teeth, and comically groaned and fell on his back.

Optimus, supporting Air-Razor up, shouted to Rhinox, "Now! Get Rattrap and Foxfire out of there!" Rhinox transformed to Beast Mode and ran forward. In the process, he ran over Scorponok and knocked aside Waspinator, who was getting up. He ran past Rattrap and Foxfire, and they jumped on. After confirming it, he shouted, "Mission accomplished; time to return to base" he spoke into his comm., "Justin activate the gate and get us home." "_You got it, Big Bot!_" A ring of white energy appeared at the spot where Rhinox was running in, and he and his passengers disappeared into the light. All the Maximals ran into the light and disappeared, then the light closed up.

Shadow-Panther slowly got up, rubbing her face and wincing in pain. Megatron stood in front of her, as every Predacon, including Tarantulas, who finally appeared; all battle damaged and in need of a good long time in the CR Tanks. Blackarachnia was nowhere to be seen and no one knew where she went. Megatron asked everyone gloating, "Now, which one of you glorious victors wish to follow this fool's lead?"

She looked around for them to back her up, but they all stepped back, including Spittor, who said, "Sorry, yo. Don't take it the wrong way, but he's scarier than you." She turned around to Megatron, who got into her face, "Yess. As I calculated, and thus ends the glorious reign of Shadow-Panther. A lost battle, a missing Blackarachnia, and who knows what damage inflicted by the Maximal spies!"

She winced back, awaiting the final blow, but it never came. Megatron said in a voice that sounded calm, but still angry, "everyone go to the CR Tanks to repair yourselves." He started to go inside, to his private CR Tank, but turned around sharply at Shadow-Panther, "and after you're done, report to my quarters; I'd like a word with you…in private." He then proceeded in.

Shadow-Panther gave a scowling look in Megatron's direction as Terrorsaur stepped up behind her. He said, "Looks like your failure just proves how gullible and incompetent you are. Now your failure will be my opportunity." Angry, she balled her right hand into a fist, causing three steel claws to pop out between her knuckles. And in a quick motion, she sliced off Terrorsaur's head, clear off his shoulders. She walked away while everyone gasped at what she did; Terrorsaur, still alive, groaned, "Ooh, my achin' head."

* * *

**Back at the Axelon

* * *

**

Dinobot got out his rotary blade and sword, and walked to Rattrap and Foxfire, who were backing away. He said, "now I will terminate the traitors myself." But before he could do so, Optimus stepped in front of him before he had the chance to do something. He said, "No, allow me…to congratulate them both." Everyone except Justin, Alex, and Aelita were a little surprised to hear that.

He walked up to them both and each shook their hands, "well done, you two." He looked to Rattrap and asked, "You have the chip, right?" Rattrap opened the compartment in his left arm and took out the chip with the Maximal symbol and explained, "It's a Maximal Decoder chip; 'dey must've recovered it from one of da' stasis pods." He turned to Justin and said, "'De kid's assumption of it was pretty much accurate."

Cheetor concluded, "Well no wonder the Preds hacked our communications, they were using our decoder." But then Razorbeast asked, "But why did Foxfire need to go?" Justin answered that, "you see, while Rattrap went to got get the chip, she went into Megatron's files to dig up information to where the other stasis pods locations are."

Dinobot questioned, "You mean their capture, their betrayal, was all a setup for the chip?" Optimus nodded, while Rattrap and Foxfire shrugged. Rhinox asked, "Why didn't ya tell us?" Optimus knew they had a right to know so he told them, "we had to keep it a secret, to keep their cover. Especially during the fight." He then turned to them, and rubbed his shoulder, "Although, you didn't have to make it look that believable."

Foxfire bowed and apologized, while Rattrap said out of good humor, "Eh, what can I say, I was tryin' ta' miss." Optimus just had to smile at that quirk, and everyone ended up laughing, except for Dinobot who went to his quarters to rest.

* * *

**Later

* * *

**

Foxfire was walking down the corridor hallway, when she bumped into Cheetor. She asked him, "How are you feeling." Cheetor said, "Ah, don't worry about it. It takes more than a tricky fembot to get this cat down." She smiled, but that faded as she said, "I apologized for not telling you this, as I did to JackFoot, but it was to…" Cheetor stopped her and said, "Don't worry about it; I understand what you and Rat-Face were doing needed to be tight lip. So don't fret, Foxfire."

She stared at him for a moment; she then leaned in and kissed him on the cheek. Shocked, Cheetor asked, "Um, what was that for?" She started to walk away to her room, but she turned around and said, "For being so understanding."

* * *

**At the Predacon Base**

* * *

Shadow-Panther walked in to Megatron's quarters, and stopped when she saw him, his back in front of her. He turned around with a straight face; she wondered what she was going to do to her. He finally spoke, "Shadow-Panther, I'm not a vengeful Predacon, but your mutinace behavior almost forced me to make an acception." She waited for him to shoot her, but it never came.

Instead, he came over to her…and shook her hand. He said, "Congratulations, my dear. You were everything I had expected in an apprentice: treachery, deception, deceitful, and vicious." Shadow-Panther stared blankly until she asked, "you mean, you're not going to slag me?" He laughed, full heartily, "Of course not, my dear. I was the one who programmed your new data-tracks. Why, in many ways, you're more of a daughter than a grunt."

"Because in that matter, I've decided to promote you to Senior Lieutenant." She smiled at that, but then asked, "But why me?" He motioned for her to follow; they went into a room where in the center, the Golden Disk was placed in a protective chamber. He turned to her, "because I wish to train a leader to take my place, if the worst should come." She asked him, "Why not Inferno, or Scorponok?" He explained, "Scorponok is too much of a, as the human's put it, a 'brown nose', and Inferno thinks of himself as a soldier, not a leader." He took the disk out and put it in a device, he turned it on and the disk began to spin.

He motioned her to come closer, and when she was close enough, he placed a hand on her shoulder. "And what I'm about to show you, is my Agenda and legacy to pass down to you." Unknown to them, in the ducts, a pair of eight yellow eyes watched them as the disk showed something that would one day change the balance of the Beast Wars.

* * *

**Next Chapter: Force of Nature part 1**


	18. Forces of Nature pt1

**Beast Wars**

* * *

**Chapter 17: Forces of Nature part 1

* * *

**

The Maximals had a daunting task for them; they had to recover three stasis pods before the Predacons did. Luckily, Foxfire's mission was to retrieve information to where they were located. So when Rattrap retrieved the Decoder Chip, she looked through Megatron's personal files to find the locations. With this information came good news, bad news, worst news, and even worst news. The good news was that the pods were located in the U.S.; inside the Maximal's territory.

The bad news is that they were in different locations in the U.S. and that the crew would have to split up into three teams to recover the pod, without help from the other teams. The worst news is that they didn't know if the pods, and the protoforms survived the crash and remained in tact for four million years. But the even worst news was that the Predacons also knew of the first two parts of the news and would most likely do anything to make sure they get to the pods first; now it was a race for the three pods now.

* * *

**The Axelon**

* * *

Everyone was paired together into the three teams; the first team would head to Idaho, which was Buffalo country; the team would have Rattrap, Snarl, and Razorbeast, accompanied by Optimus and Air-Razor. The second team would be heading into the wilderness of Alaska; the team would be Alex, Tigertron, and JackFoot. The third pod was located in Yellowstone Park's wilderness; the team was Justin, Aelita, Rhinox, Cheetor, Foxfire, and Dinobot.

They were all preparing for their trips, but Optimus' team was getting ready to leave early. Truth was he didn't want to risk losing one more of his comrades to the Predacons again. Rhinox was at the controls, overlooking to when the computers would pinpoint the exact location of the pod in Idaho. Rhinox spoke out, counting down for the pod's signal to come up, "the stasis pod is about to activate." Optimus turned to face everyone, "Heads up everyone, get ready to move." Rhinox looked at the screen and counted, "Pod will pinpoint in three, two, one…."

* * *

**The Predacon Base**

* * *

"IMPACT!", Terrorsaur squawked. He was looking at the pod console, waiting for the first one to pinpoint itself. All the Predacons were waiting anxiously for the pods to appear, especially Megatron. He found out that naïve little foxgirl had hacked into his private files and now the Maximals knew about the three pods. He anxiously waited to beat Primal to them.

Terrorsaur gave out the coordinates to the first pod, "Coordinates point the pod to be located in the state called Idaho, less than 120 degrees northwest of the Maximals home base." He turned to Megatron for orders, "shall Waspinator and I go now?"

Megatron thought this carefully and wanted to get those protoforms at any cost, "Noo. Not just yet; I suspect that the Maximals will surely dispatch their only fliers to reach the pod first. Yess" he looked at the screen to where the map had pinpointed the first pod's location. He clenched his fist and smiled, "Let us be sure that they encounter…Turbulence."

* * *

**Back at the Axelon**

* * *

Optimus and Air-Razor were preparing to get out and take off; after them they would have the ground unit to follow them. But before they left, Cheetor popped up on the Navi-Holo desk and spoke out his thoughts on the situation. "Big Bot, I just don't think this is a swift move; us splitting up, you know." Snarl had to agree with this, "The kid's right, boss; this ain't exactly a walk in the Outback." Optimus had to agree to that, but there was no alternative. He turned to them and said, "We've got no choice; we're talking about 120 kilometers of rough territory. And if Megatron knows about this, he'll send his own fliers to after it. Air-Razor and I have to get to the pod first."

He turned around to follow Air-Razor out, only to come face-to-face with Dinobot. "I am not normally an advocate of caution Optimus Primal, but in this case I must register my concern.", he explained. Optimus rolled his eyes, becoming a little impatient as Dinobot went on, "Megatron does not always behave like one might expect." "He'll want to reach the pod first, Dinobot. Right now it's a race; pure and simple.", Optimus shot out. He and Air-Razor transformed to Robot Mode, but Dinobot stopped them before they went out the hatch.

"Nevertheless, you will do me the honor of permitting me to exit first. I have a suspicion." Optimus was hesitant for a moment, but did take it into consideration. He finally gave up, "Alright, but hurry." Dinobot transformed, got out his sword, and went down the hatch. It stopped midway, and Dinobot looked around. He switched his optics to infrared, and looked around. No motion of Predacons, whatsoever; he pondered for a moment and remembered that they had a pod to rescue, so he pressed up, but he still had to check for an ambush.

As he came up to the control room, Air-Razor asked, "Did you see anything?" Dinobot shook his head, "My scanners detected no hostile movements." The two fliers were about to leave, but Dinobot stopped them. "Yet something feels, amiss. If you would, permit me and JackFoot to go on a quick scouting patrol." JackFoot ran up to Dinobot and said, "You can count on me!"

Now Optimus was just getting frustrated; they already wasted enough time already. He growled in frustration, "there isn't time; one of my comrades is out there and every second counts." Dinobot objected, "You're emotion chips are overriding your caution circuits. I insist upon the scouting patrol"

Now Optimus was fed up as he shouted, causing JackFoot to flinch back towards Dinobot, who was still in the hatch elevator, "I am in command, here, NOW STAND ASIDE!" He shoved him as he and Air-Razor boarded the hatch and went down.

As they reached the bottom, Optimus and Air-Razor took off, but they hovered in mid-air about eight feet away from Dinobot and JackFoot. Optimus shouted to them, "Have Rattrap and his team follow us as soon as possible. We have to…" But before he could finish, two shots came out of nowhere, hitting Air-Razor and flooring her. Optimus was hit but was floating unconscious. Dinobot looked toward the spot where the blasts came from and saw Terrorsaur and Waspinator, hiding behind a rock.

He shouted, "An ambush! As I suspected!" The fliers turned their direction towards the two and fired. Dinobot turned around and shielded JackFoot from the firepower, nearly knocking him out. The fliers ducked and Waspinator laughed in victory, "Wazpinator got him!" Terrorsaur squawked, "Oh yeah, well watch this!" He got up, and with his shoulder blasters, fired at Optimus, who went down for the count.

Dinobot saw this, turned around, and fired at the ceiling up from the Predacons heads. A large boulder fell down and smooshed Waspinator. JackFoot saw this and yelled out, "Yeah!" Terrorsaur shot at the boulder, blowing it up. Waspinator was down on the ground, shorting out from too much Energon exposure. He whined, "Nnnooo, Wazpinator iz in trouble." Terrorsaur lifted him up and blew a hole into the ceiling of the cave, creating a hole that led to the outside, "We did our job, now let's go back to base." He then took off as fast as he could while carrying Waspinator.

Dinobot shouted, "You cowards! FACE ME!" He fired at the hole in anger while JackFoot ran towards Optimus and Air-Razor. She kneeled towards Air-Razor and shook her, "Air-Razor come on, wake up. Don't be offline." Dinobot walked up, with a serious expression and said to the young Maximal and the two fallen fliers, "Fear not Optimus, you and Air-Razor will ensure that your funerals are glorious ones. As befitting warriors who died in battle."

Just then, Optimus woke up, shorting out in pain, "Don't count us out yet, Dinobot. We're not scrap yet." Air-Razor tried to get up, but flinched back in pain. JackFoot helped her up, "C'mon, Dino-Fighter, give me a hand here." He went over to Optimus and lifted him up, but Optimus tried to walk on his own. "No..we have to get to the.."

He then leaned in, grunting in pain. Dinobot corrected, "You mean the Vermin and his team have to get to the pod. You and Air-Razor need to go into the CR Chambers." Optimus was about to object but JackFoot butted in, "Optimus, Dinobot took out Waspinator; I think they'll be slowed down just as much as we are." Optimus knew he wouldn't win this argument, so he let them take them back into the base for repairs, and hoped that Megatron was slowed down as well.

* * *

**The Predacon Base**

* * *

Megatron heard the news and saw Waspinator, damaged and heading for the CR Tanks. He glowered at Terrorsaur, "So, Optimus and Air-Razor were not destroyed, and Waspinator is unable to accompany you to recover the pod. You disappoint me, Terrorsaur. Yess" Terrorsaur then tried to get back on his good side, "B-but we knocked them both half to scrap. There's no way they'll be able to fly for anytime soon; we'll beat them to the pod easily." Megatron thought about it, "Yess. But they will still make an attempt." He then realized the opportunity here, "Ah, a landing party. Yess. Leaving only Optimus and Air-Razor, and perhaps one other to guard the base."

"Manterror!" The Mantis Predacon hovered over on his platform, next to Terrorsaur and saluted, "You will accompany Terrorsaur to recover the stasis pod; inferno will follow behind later. Ensure that the protoform inside the pod is reprogrammed as a Predacon." They saluted, then transformed into Beast Mode, and flew off to the Transwarp gate to get a running start.

He then turned to Tarantulas and Scorponok, who were preparing to go to Alaska to retrieve the second pod. "As for you two, I have a job for you. For with the Maximals leaving their base unguarded, this is the perfect time to strike. Yess" He then got up from his chair and headed for the gate, with the two Predacons following behind.

* * *

**Off the border to Idaho**

* * *

The three Maximals, Razorbeast, Snarl, and Rattrap were making their way to the pod's location as quickly and unnoticeably as possible. Razorbeast was pulling a cart that had the other two in it; Justin made it so that those with stubby limbs wouldn't have to fall behind. Rattrap quirked, "Man, dis' just bites, without Optimus and 'da Bird Lady we're fallin' behind." Razorbeast grunted as he was pulling the cart, "You think they have it rough, I'm the one dragging you loafers behind."

Snarl spoke out, "I jus' don't think it's a swift idea, Blokes. Leavin' Optimus and 'Razor behind." "Yeah, specially wit' ol' ChopperFace as deir' babysitter." Razorbeast grunted, "Had to do it, Dinobot's weapons were damaged in the ambush; he's got to recuperate, and we've got to motor. If the pod was cracked in anyway, then the protoform might be exposed to the planet's Energon fields." He pulled even faster as they hurried to get there in time.

* * *

**The Fields of Idaho

* * *

**

The pod lay there, unearthed due to an earthquake a few weeks ago. It was severely grunged up but not cracked. The pod door opened a bit to let out an exoskeleton hand attached to a gray and black arm. It surged with Energon field buildup, twitched a bit and went back in the pod and closed the lid.

* * *

**80 Miles from the Pod

* * *

**

The Maximals were still on foot heading for the pod, heading for a bridge that was formed from the stone of a huge canyon. Unknown to them, Terrorsaur and Manterror were flying overhead and took notice of this. Terrorsaur pointed out, "Well, well, Manterror, it seems we have competition for the stasis pod." Manterror chuckled, "Well then I don't think so." Terrorsaur shouted, "Let's—TERRORIZE!"

They transformed and nose-dived downward to the unknown Maximals. Rattrap heard a buzzing sound and looked up; he saw Manterror, shooting out his buzz saw discs. He yelled, "Incoming!" Razorbeast came to a quick stop, and that caused Rattrap and Snarl to get thrown off.

The blades nearly missed them, as did Terrorsaur's blasts. Rattrap stood up and swung his little fist in the air, "Shred dose lousy fliers!" Snarl ran up front and transformed, shooting at the fliers all they got. Rattrap and Razorbeast transformed as well, and fired at the Predacons, but to no avail as they were too far away.

The fliers flew in deeper into the canyon, heading for the bridge. Manterror stuck out his claws and allowed the buzz saws to go, as he did, he spun until he was like a drill and he shouted, "Buzz Saw Drill!" Terrorsaur went even faster. Then Rattrap realized what they were doing, "No. No! Not the BRIDGE!"

The two Preds slammed into the two ends and out the other end, causing the bridge to fall into the ground in a spectacular display. The three Maximals stared in awe, with their jaws dropped as the Predacon fliers flew away. Razorbeast was the first to speak, "That was some cold slag." Rattrap sighed and turned on his comm., "Maximal base, this is Rattrap."

* * *

**Back at the Axelon

* * *

**

"_Hello, you readin' me, ChopperFace, we've got problems_." Dinobot, in Beast Mode, reluctantly turned on the communicator, "Speak, Vermin." "_The Preds scraped 'da bridge; there's no way across. We're gonna have ta take the cenic route. Not a snow balls chance of beatin 'em now._" Dinobot growled at the rat's negativity, "No excuses you pathetic rodent! Keep Moving! Dinobot out." The last thing Rattrap said before Dinobot cut him off was, "_Hey! You can just kiss my pink hairless…_"

Dinobot went into deep thought when Justin entered the room; he had volunteered to stay behind until Optimus or Air-Razor was better again. He walked up to the command room and just by looking at Dinobot, knew what was wrong, "Don't tell me. Let me guess, problems already?" He nodded, "indeed; the others have possibly been delayed; the Predacons will surely reach the pod first. And there is no way to make contact with the pod due to the Energon fields. Have you any thoughts?"

Justin thought for a moment, and then an idea struck him. "How about laser pulse?" "Impossible, we would need an online transmission; we would need something for the beam to bounce it off of." Justin went to the console and went on the web.

After a few minutes, he was in NASA; thanks to the computers aboard the ship, he was able to access important files and found what he needed as he opened a file. Dinobot looked at it; the screen showed a diagram of a satellite that looked like it was part telescope. Justin turned around and said, "I think we just found it."

* * *

**Ten Minutes Later

* * *

**

Megatron appeared around the scene, keeping out of sight, along with Tarantulas and Scorponok, who were all in Beast Form. He was watching Dinobot on top of the Axelon, positioning a satellite. "Ah, as I surmised. Yess. The remaining Maximal is none other than our own treacherous turncoat." He turned to his crewmen, "I shall not waste this opportunity. Noo." He then gave them the signal to fan out; and the two arachnids went into different directions.

Dinobot was moving the disc in the right direction to aim outside; Justin suggested that they try bouncing the beam off the Hubble Space Telescope, which should get the beam in the right direction. He got it in the right position, just as he heard the voice of the last person he wanted to hear.

"Ah, Dinobot. Yess."

He turned to look to where the voice came from and found Megatron in front of the base. His anger boiled as he transformed and prepared to do battle, but Megatron pleaded, "Oh, no, no, calmness, please. I came only to talk. Yess. After all, you are alone and in command of the base; an excellent opportunity, is it not?"

Dinobot calmed down a bit as he listened; Megatron thought it was working; as long as the traitor was distracted, he wouldn't notice. He continued, "you were a Predacon once, become one again. Turn the base and the girl Aelita over to me and the Beast Wars will be won. We Predacons will rule the Galaxy and Cybertron, and you shall be my second in command. What do you say?" Dinobot chuckled a bit until he got serious, and his optics glowed, "EAT SLAG!"

He shot Megatron straight across his face. Megatron had enough games and shouted, "Vaporize him!" Before he had time to notice, Tarantulas and Scorponok transformed and shot him in the back. He fell down towards the hatch door and was nearly shot again until he rolled over to the open hatch door and yelled to Justin, "Activate the auto guns, Now!"

Suddenly, the turret guns popped out of the ship and locked on to the Predacons energy signatures, firing at full blast. All three had to retreat now, but they had more important things to deal with. Megatron activated his comlink, "Inferno, go to the coordinates that Terrorsaur and Manterror are going to and help secure the pod." Inferno responded, "As you command, My Queen." As they ran, Megatron muttered, "I wish he wouldn't call me that."

Dinobot got back in, a little worse for wear, Justin was about to got and help but Dinobot shrugged it off. He said while gasping, "The laser is in position" Realizing it was pointless, he went to the computer. The disk shot out a laser pulse beam up into the atmosphere, reaching the Hubble. It struck the lens and the beam was directed into the area to where the pod would be.

* * *

**Thirty Miles from the Pod

* * *

**

The three Maximals were making tracks with Razorbeast tugging the cart with Snarl and Rattrap on it. All three of them saw the laser pulse beam, and Rattrap was the one to ask, "Whoa, what the slag was 'dat?" Snarl answered as he zoomed in on the pods location. "Whateva' it is, we're too late, Mates!" He saw Terrorsaur and Manterror getting closer to the pod, "The Wanker Preds are gonna' beat us to the pod!"

After they zoomed over a herd of wild Buffalo, Manterror zoomed in on his optics the prize of their race, the pod. He chuckled, "I see the pod; we're only a few minutes away." He turned to Terrorsaur, "if I get there first, Megatron will reward me for retrieving it." Terrorsaur rolled his eyes in disgust, "Not if I get it first!" He started to fly faster to get to it first.

* * *

**Back at the Axelon

* * *

**

Dinobot was placed in the CR Chamber by Air-Razor, as her repairs were finished, "Hang in there, Dinobot; you and Optimus will be back in shape in no time." She transformed to Robot Mode and got ready as the door to the CR Chamber closed, "but in the meantime, I've got to fly." He nodded as the door closed and he went into repair mode.

She was now off to get to the others as fast as she could, and knew that Justin was with Aelita and Rhinox, waiting for Optimus and Dinobot to be finished.

* * *

**Back at the Pod

* * *

**

A couple of buffalos were watching the two Preds opening up the pod; Manterror with his buzz saws and Terrorsaur, trying to pry it loose. The Pterodactyl shouted, "Hurry it up!" Then they suddenly heard guns cocking and turned around to see Razorbeast, Rattrap, and Snarl. Snarl shouted, "Hold it right there, Wankers!" Rattrap quirked, "Yeah! You're messin' with Maximal property, ya theivin' Preds." Razorbeast finished, "we've got a friend in there, and we won't let you turn him into a Predacon!"

The two Predacons pointed their weapons at the ready, "You wont stop us, Minimals!", Terrorsaur said. Then suddenly the ground shook, and out of it a few feet away, came in Inferno, who transformed into Robot Mode with his weapon at the ready. "They certainly shall not, for the Royalty enclosed to me the Maximal's weakness."

He spotted some Buffalo nearby and shot near them; he shot in other directions to make sure they stayed in the area. He laughed manically, until Razorbeast objected, "Let them go; they're not part of this." Inferno mockingly whimpered, "That's right, just innocent creatures. So surrender yourselves and the pod or they shall be burned." They didn't have much of a choice; they lowered their weapons in defeat, but Rattrap shouted, "You win, ya crazy wad o' slag!"

Inferno took his attention off the buffalo and walked forward, "The Royalty was right, Maximals are cultivated as always, even in defeat. Now watch our moment of triumph as we reprogram your comrade into our new drone." He stopped in front of the pod and ordered the others, "Open it!" They began cutting the door, until it popped open. As they looked inside, they yelled as Inferno went to take a look at it and found…it was empty.

He turned to the Maximals with his blaster pointed at them. "WHERE IS THE MAXIMAL!" "Right here, partner." The three turned around to see a massive black buffalo. It said, "Bonecrusher—MAXIMIZE!" The Buffalo turned into a massive, bulky male humanoid robot, colored black and gray. The buffalo legs became massive robot legs with bronze feet, and patches of fur covering the outer part of the lower legs. The robot arms came out of the sides, with patches of fur covering behind his shoulder blades. The back end of the buffalo became the upper back of the robot, and the Buffalo head became the chestplate. The robot's head popped out with the buffalo horns on his head with a little of fur. His faceplate looked armor plated and was sporting two red eyes. As everyone got a look at him, he looked to be taller than Inferno; he was massive, bulky, and strong.

He then leapt at Inferno and immediately began pummeling him to a pulp. Rattrap and the others cheered on and helped out by firing at Terrorsaur and Manterror. Inferno may have been powerful, but he was losing to this guy, so when he was able to push him off, he ordered, "Retreat, Retreat!" The Predacons began to flee. But Bonecrusher wasn't giving up; a panel opened in each of his hands and energy began glowing. It became so big that he was able to throw it at the fleeing Predacons, blowing them up and sending them flying.

He shouted, "Booyah!" The others ran to him to greet him, and when he tried to shake Rattrap's hand, he nearly crushed it. Just then, Air-Razor flew in and landed. She was amazed of the ally they rescued and greeted him, "Greetings, Bonecrusher, we were a little worried; we didn't think you would make it." He answered, "almost didn't, little lady. The crash kind of damaged my data-tracks; I didn't know who I was or which side I was on…until these lil' varmints came in and tried to save my bacon."

Rattrap didn't know if he was complimented or insulted by that varmint comment. But they laughed it off as they were heading back to the base, and Bonecrusher's new home, now that they had a new addition to their family.

* * *

**Next Chapter: Forces of Nature part 2**


	19. Forces of Nature pt2

**Beast Wars **

* * *

**Chapter 18: Forces of Nature part 2

* * *

**

**The Wilderness of Antarctica**

Through the wilderness, Tigertron was helping Alex through a snow blizzard; they lost JackFoot when she went ahead of them. The problem was she didn't know where the pod was because she didn't stay long for them to tell her. Alex thought that she was just as scatter brained as Cheetor was sometimes, maybe even worse. He didn't care though, right now, even with the warm winter clothing on, he was still freezing his butt off.

Tigertron asked, "How far's the pod?" Alex, who shivered from the cold, took out the device and activated it. He answered, "I-I-I t-t-think its far north." He pointed up, to where there were snow cliffs up ahead. Tigertron asked, out of concern for his friend, "Are you okay? You sound a little scared." Alex turned to stare at him for a moment and said, "I'm freezin' out here; back in Antigo, when the winters came around, it was only nippy. Here, it feels like it's below sub-zero." Tigertron went beside him and said, "then I hope where we find the pod, it'll be warm." They went on ahead, in hopes to find JackFoot and the pod, before the Predacons did.

* * *

**Ten Miles Due West

* * *

**

Three Predacons were heading for the direction of what they would believe would lead them to the pod. The team was comprised of Spittor, Scorponok, Blackarachnia, and Tarantulas. Scorponok was looking on and saw the snow cliffs up ahead; the same ones that Alex had pointed to. He said proudly, "There it is, just as Megatron said." Just then, Blackarachnia crawls up, and mocks him, "Just as Megatron said, just as Megatron said." She then asked him seriously, "Don't you ever get tired of groveling up to that 'saurian'."

He looks at them like they've gone mad, "Megatron is our leader; he rewards loyalty, and punishes those who oppose his will." Then Blackarachnia wryly, "Oh, I'm all aquiver.", and chuckled mockingly. Scorponok just angrily clicked his claws, but before he could go on ahead, Spittor jumped in front of him a few feet and said, "Besides, Shadow-Panther got promoted to Senior Lieutenant, and she opposed his will, yo." And that's what broke the camel's back for Scorponok as he transformed and brought out his mega missile at the frog. "Chew on this, YO!", he said as he fired; of course Spittor jumped out of the way.

Only problem was, it was heading in the direction to where the cliffs were.

* * *

**Back with Alex and Tigertron

* * *

**

The two had neared their journey's end; the two had traversed the Cliffside. They had climbed a good way up, and all that climbing warmed up Alex much that time. Suddenly, they heard a whistling sound that came out of nowhere. Tigertron used his optics to zoom in to where the noise came from, and from the distance, he saw the missile. "INCOMING!", He shouted as he jumped toward Alex; covering him with his body to act as a shield.

The missile hit the snowy cliff cave side, nearly obliterating it. Rocks flew everywhere as the dust cloud subsided. Tigertron looked up and saw that a cave was blown open and smoking; he prayed to the Matrix that the pod wasn't caught in the explosion. Alex groaned, "I don't suppose you'd be getting off me right now?" He realized he didn't and he did so, "Sorry".

* * *

**A few Miles Away

* * *

**

JackFoot was completely lost; well, lost was an understatement. She had no idea as to where she was. Until she saw the exploding cliff. She thought, 'Hey, maybe that's where the others. Maybe the Preds found them. Man, how is it the boys get all the action?' She immediately hopped on to that location.

Unaware to her that a snow white Alaskan timber Wolf was watching her through the shadows and slowly followed her.

* * *

**Back with Tigertron and Alex

* * *

**

They both looked at the cave and decided to investigate. The cave was empty minus any life at all, but what they saw made their blood freeze. The stasis pod they were looking for was there, but a boulder had smashed on the hatch, as well as the life support system. Alex whispered, "oh, man." They both run over to it to make sure that the Protoform wasn't damaged.

Tigertron went to the boulder, but before he did, he started to short out. As it did, his internal computer diagnosed, 'Warning. Energon concentration in danger zone.' Alex heard that and said, "Talk about going from bad to worse. You better go back to Beast Mode." Tigertron thought that, but he needed to help this protoform. He ordered the computer, "Divert power from weapons array to field dampeners: Maximum tolerance."

He then continued to the boulder, and grasped it, pulling it up and threw it away from the pod and themselves. Alex then took out a crowbar from his backpack and pried open the hatch, to check if there was any damage to the Maximal inside. With effort he popped the hatch open and was amazed at what he saw.

It was an incredible sight. The protoform was robotic/humanoid in shape and size but it had no features or definition at all. It's "skin" was grayish liquid metal, swirling amidst a skeletal robotic superstructure. In the center of the protoform's stomach area was a transparent hexagon, in which a small atom-like, spark of light pulsated like a heart beat. Wires led from the superstructure to the pod walls, which were filled with an array of computer screens and control pads (Note: some of the wires are broken). All the screens were busy with arcane computer activity, though it gave the feeling that the protoform was being monitored by the pod equipment.

Alex turned to face Tigertron and asked, "Is this what all Transformers these days look like before they're born?" Tigertron nodded and said, "Nano-machine liquid metal; it's the new Die-Caste metal." Alex shrugged at that and kneeled down and hit the control pad to activate the computer. He did as Justin told him how to do and gave the voice command, "computer. Activate protoform. Begin DNA scanning sequence." The pod's computer then said, "Systems damage too extensive. Activation program offline. Spark fading. Repair required or protoform will cease to exist in 10.6 cycles."

Now they were concerned, for what Alex learned, ten cycles in Cybertronian time was ten minutes; they knew they would both have to work fast on this. As they both turned to the pod, they saw that the spark's beat was slowing down.

Alex took out a laser drill from his backpack; one from the toolkit Rhinox gave him, and cut open a panel on the pod wall that covered the circuitry. He finished and opened the panel, then he put the drill back and took out a chip extractor, but first he examined the circuitry and found what he was looking for that was smoking.

He used the chip extractor to pull out a burnt out chip; this chip was the one component needed to put a damaged unit in stasis lock, a locking chip. He and Tigertron looked at it in dismay, when suddenly, they heard footsteps. They turned around and saw JackFoot in Beast Mode and she hopped on up.

She said, "There you guys are; I've been looking all over for you guys!" Alex was the first to say, "Okay, for starters, you ran off, without any clue as to where we were going." But before the two teens argued, Tigertron said, "Well, we're glad you found us; we're going to need all the help we can get. This protoform's dying." That last sentence struck a cord in JackFoot as she asked in a voice that sounded like she was frightened and worried at the same time, "D-dying? What do you mean?" Alex explained, "The stasis pod's been damaged; it's disabled the activation sequence and burned the locking chip. If we don't do something quick, the protoform's spark'll be extinguished."

She then jumped forward to them in a tone with courage in it, "then let's get in gear! What do we do first?" Alex looked at the pod like he didn't know what to do. Tigertron answered, "I wish we knew…" They looked at the spark and it started to beat even slower and get dimmer, slowly.

* * *

**Back with the Predacons

* * *

**

Scorponok was leading the way through the winter terrain, much to everyone's despite. They were passing a frozen river, which led to the cliffs to where the pod was located; Blackarachnia noticed that the ice was thin thanks to an attempt by Scorponok, incompetently. Spittor was the first to notice, "Hey, yo, Lobster claw! Where's Tarantulas?"

He looked behind the poison frog, to where Tarantulas was supposed to be, but he wasn't. He mumbled as he told to go on without him, "where'd that spider-psycho crawl off to?" Unaware to them, the spider-psycho was jumping from the treetops in hoping to get to the pod first.

* * *

**Back at the Pod

* * *

**

The three Maximals were looking at the pod and agreed on one thing, the Locking Chip had to be replaced. Problem was, they had lost the spare chip. Alex said, "This is not good." JackFoot asked, "Why's that?" The two looked at each other and remembered she didn't know much about her own physiology. Tigertron explained, "If you soak up too much Energon without a locking chip, you'll fry every system you have."

JackFoot stated, "Our new budbot there deserves some kind of chance." She looked at them seriously, "you guys know a lot more about fixing him than I do." She then transformed, and moved towards them and sat down on her knees, with her back turned towards them. She said, "You can give'em mine, if it'll help." The two looked at each other, and at the pod; they realized they didn't have much choice in the matter.

Alex took out the chip extractor and said to Tigertron, "I'm gonna need you to guide me in this, okay?" He nodded. Alex told JackFoot, "This'll only take a few seconds, but you'll have to go offline." She responded in a calm tone, "Don't worry, I can use the sleep. Repair Mode." After she said that last sentence, her optics went blank and she shutdown.

* * *

_She didn't know where she was; it was a vast open space. JackFoot was stepping in nothing, but she could still see; in this world, there was still sound considering she heard eerie machine sounds. Suddenly, something zoomed past her; it then formed into Rhinox as he said, "What's new, Cottontail?" he appeared somewhat different; he talked faster than usual._

_She asked him, slightly confused, "Rhinox? What's going on?" Rhinox then did a magician-like pass in the air with his hands, and in them appeared a Spark. She answered, "A Spark!" The big Rhino Maximal said, "Yep. The very thing that makes us what we are; every Transformer has one: Male, Female, Maximal, Predacon, Autobot, or Decepticon has one. And each one is different and unique."_

_He then spread his hands and the Spark floated away into the sky, becoming bigger and bigger, like a star. Rhinox then said, "when a spark goes online, there is great joy in the universe…" as he said it, the Spark sat in the sky like a mini-star. Then suddenly, a shower of light zoomed over their heads, lighting up the sky. JackFoot watched it, and she felt a warmth in her, like she felt belonged in this place. Then suddenly, the Spark exploded in a thunder of pyrotechnics; she then felt sad as a tear streamed down her face. Rhinox then said, "But when one's extinguished, the Universe weeps." Then suddenly, darkness closed over them, and then nothing.

* * *

_

JackFoot's eyes glowed and she was back online, "Whoa. That was ultra-gear." But then she felt her face for a moment, and felt a tear. She remembered at the last part, about the spark extinguishing. She had never felt that sad before, but she brushed it off as she watched Alex put in her Locking Chip in the pod's computer. Alex said, "You can tell us later; you better go back to Beast Mode for now." She nodded and went back to Beast Mode; she then watched as Alex had finished installing the chip and typed in a few commands.

They waited for a response, and then the computer spoke, "STASIS LOCK RESTORED: IMPLEMENTING." The protoform's swirling matter stopped, the spark ceased pulsation. The protoform then became solid, showing the form of a male robot humanoid with no face. JackFoot jumped for joy, and hopped into Alex's arms, hugging him. "Alright! You did it, Alex!"

Alex put her down and just said, "All I was able to do was buy us some time." Tigertron then said, "Which reminds me.." He then switched to Beast Mode and shook his head, "…that's better. Even with my dampers on maximum, this place was giving me chip flashes." JackFoot then stepped in between them, "So what do we do now?" Alex then said, "We try and get the activation program back online.." He then looked outside, seeing the snow begin to fall, and the winds pick up. "And hope the DNA sequencers can find something alive in this frozen wasteland."

Then JackFoot asked, "Why don't we just take it back to base and use the CR Chamber?" Tigertron then looked at the protoform again, and shook his head, "we don't have time; Stasis Lock only slowed down the spark's deterioration down. We have to get this protoform online and into a Beast Form as soon as we can…or it's done for." The computer then spoke out, "WARNING. PREDACONS HAVE BEEN DETECTED NEAR THIS SECTOR." Alex turned to them with a sour look, "and now we have another problem."

JackFoot jumped outside and said, "I'll take care of this." Tigertron was about to go out with her, until she stopped him. "But you don't have any weapons, child.", he protested. She then ran saying, "I'll improvise."

* * *

**Near a Rocky Cliff

* * *

**

Blackarachnia crept into view and looked out there, in the frozen world; completely devoid of life. She smiled, "What a lovely spot for the birth of a new Predacon." Suddenly from above another cliff, JackFoot popped up and shouted, "Don't count on it, Web Breath…" Blackarachnia looked up to see the youngest of the Maximals, smiling and in Beast Mode. She then asked the black widow, "by the way, Cheetor's been meaning to ask you this question…"

"How do you dance with all those skinny legs?"

The she-spider clicked her mandibles angrily, "this must be my day for rabbits." Suddenly she reared up and fired a web at JackFoot. She leapt as the web splattered against the rocks; she landed gracefully on another rock formation and taunted down to Blackarachnia, "You're gonna have to move faster than that, Widow."

Blackarachnia looked up to her new position, forgetting the fact that Scorponok was behind her. She shouted, "You don't know what fast is, Furball!" she then coiled her legs and sprung up at her. Luckily, JackFoot leapt over her as she made it to the top of the rocks, transformed in the air, and landed on her feet and spun around. "I know what ugly is, and you're it!"

"I know what stupid is, Kid. And you're it!"

She spun around and saw Scorponok, at the ready. She then heard Blackarachnia transform and get her Cyber Venom dart gun ready. She jumped in front of Scorponok and stood there; making faces at the she-spider. Blackarachnia, now angry, shot at her, but she jumped too quickly behind the scorpion, and he was hit instead. He was about to pass out, until JackFoot grabbed on of his claws, aimed it at the boulders behind the spider, and pried it open to fire the missiles. It exploded, causing an avalanche to bury the spider as she screamed.

JackFoot let go of the claw and let Scorponok fall, unconsciously. She smiled as she realized she beat them, "Fast rabbit one, Arachnids zippo." She then went back to Beast Mode and hopped away. Suddenly, the pile of rocks shattered outward as Blackarachnia rose from beneath it. JackFoot could tell, the she-spider was steaming mad! She yelled, "no one, not even a kid, does that to me!" She shot out her spider leg machine guns at the rabbit while screaming in fury.

JackFoot ran for it, and then suddenly, one of Blackarachnia's missiles exploded close to her. She stumbled for a moment to see Blackarachnia running towards her, firing everything she had at her.

* * *

**Back at the Pod

* * *

**

Tigertron was back in Robot Mode and helping Alex with the pod's control console. Alex typed like a man possessed, and a screen responded with reams of Cybertronix computer data. In the distance, they heard explosions, as Tigertron glanced over his shoulder. He said, "Sounds like JackFoot has got her paws full." Alex agreed, "Yeah, but we can't stop now." He hit the final pad, but the computer responded, "PROGRAM NOT ACCEPTED: SPARK WILL TERMINATE IN 4.8 CYCLES."

Alex pounded the console in frustration; Tigertron decided that they could use a last resort.

* * *

**Back with the Fembots

* * *

**

Blackarachnia had lost JackFoot for a moment and couldn't find her; she was stalking her, launcher at the ready. Her machine guns empty, she gently shouted, "come out, lil' bunny. I won't hurt you…much." "Oooo, I'm so scared…", JackFoot shouted out of nowhere. The she-spider whirled around and fired her last missile. JackFoot jumped out of nowhere and transformed, "you're out of firepower, BoltButt."

"I don't need firepower to take you out!" She ran at her, and before JackFoot could respond, she was fly-kicked into one of the trees. As she fell to the ground, you could see the imprint she left in it. As she got up, groaning in pain, Blackarachnia knocked her down again with a claw smash to the shoulders. She threw another claw, but JackFoot managed to block it on her arm shield. But only to be heat butted backwards, then smashed to the ground by a vicious double-clawed axe handle.

She clacked her claws in triumph, and then prepared for the final blow. She cackled, "Goodbye, child…" Suddenly, the ears straightened and JackFoot moved in a blinding speed and was a few feet away from the black widow. She kneeled down in a fighting stance as if she had a sword in hand. Blackarachnia stood there for a moment, until she said, "Oh, you've got to be kidding me." She then went into stasis lock, as her upper torso fell off her lower torso, as she was cut horizontally in half.

JackFoot slowly got up, while cracking her neck joints, "Ow, that spider can hit!" she then heard a thud behind her and she spun around, only to see Spittor in Robot Mode and getting ready to fight. "Ya might've kicked her butt, but mine's goin' to be tougher, yo." She sighed and charged at him.

* * *

**Back at the Pod

* * *

**

Tigertron and Alex heard the battle go on, but they couldn't cease. Alex finished hooking up Tigertron to one of the pod's computers via a cable extension from his left bicep. Alex hit one of the pads. He said, "Downloading sequencer program through unit's central processor." The computer objected, "WARNING: PROCESS COULD CAUSE DAMAGE TO UNIT'S CIRCUITRY." Tigertron shouted, "JUST DO IT!"

The computer complied and became alive, uploading the information from Tigertron. But it caused him great pain as he yelled as he started to tremble; his circuits sparked and then WHAM! He was thrown backwards. "Tigertron!" Alex ran from the pod to Tigertron's side; Tigertron transformed to Beast Mode due to damage circuitry. He tried to help him up as he heard the computer, "DNA SEQUENCERS ONLINE…" Alex saw, as Tigertron went unconscious, the metal shielding the protoform liquefied again. It's spark was very dim, but still pulsated.

"SCANNING FOR COMPATIBLE LIFEFORMS…" The scanners went up and prepared to scan for any lifeforms that were out there.

* * *

**Back with JackFoot

* * *

**

She was jumping from the trees, with Spittor following behind her. He was spitting out his poison spit wads at her, but he kept missing. She thought as she kept going, 'can this guy get any grosser. And I don't know how much time I have until I have to go back in Beast Mode.' He was following behind her screaming stuff like, "Come back here, you little wookie-girl!"

She then saw the frozen river coming in front and hatched an idea. Spittor came around the corner tree the kid went to, and found she was missing. All he saw was the river below him and said, "Hey, maybe she fell in." He smiled and said, "That didn't take too long at all." As he turned around, he came face first with two feet kicking into it. He fell into the thin ice as JackFoot landed and saw him crawling out of it a moment ago. He said, "T-t-t-that w-w-w-a-a-sss c-c-c-old." And froze in place of him still crawling.

She smiled in victory, "alright! Now to get back to…" but before she could do anything, she was gripped by the neck and came into eye contact with Tarantulas. He pulled out his gun and said viciously, "Why don't you be a good little dearie, and take me to the pod."

* * *

**Back at the Pod

* * *

**

Alex was watching the protoform while he knew Tigertron was sleeping. He saw that the protoform's spark was almost out; its pulsations were very slow, and the light was very dim. The computer spoke out, "NO COMPATIBLE LIFEFORMS IN RANGE. SPARK WILL TERMINATE IN 2.3 CYCLES." Alex lowered his head in shame; he had tried everything but to no avail.

He suddenly heard footsteps come from the cave and turned around, "I'm sorry JackFoot but…" he saw JackFoot, only she was being held by her neck by Tarantulas, in Robot Form. She said, "Sorry; I didn't think there were four of them." He walked forward and said as he stopped at the pod, "curses! The pod's damaged." He then turned his attention to Alex and Tigertron. "Oh, well. Megatron will have to be without one troop for now. Luckily, I won't be without food for a while." He chuckled as he aimed for Alex, who closed his eyes, waiting for the shot.

Suddenly, they all heard a howling sound from outside the cave. Tarantulas looked behind him and saw a wolf, the same wolf that was following JackFoot, just standing there watching him. Tarantulas was going to shoot it, until the computer spoke, "COMPATIBLE LIFEFORM FOUND. BEGINNING SCANNING AND REPLICATION." The pod's DNA scanner popped out and scanned the area, getting the wolf, which ran away. The protoform's spark began to glow a little stronger; the grayish matter started to swirl quickly.

Tarantulas looked toward the pod, as did the now conscious Tigertron, JackFoot and Alex, who started to smile. Suddenly, the pod rumbled and with it an explosion of light, as a grey wolf jumped out and ran outside the cave. Tarantulas yelled, "NNNOOOOO!" Alex, who was overjoyed, looked up and said, "Still feeling lucky, Spider?" Tarantulas ignored him as he threw JackFoot into a wall, knocking her out and running outside to find the new Maximal. Alex ran to JackFoot to see if she was alright, and went back to the pod to take out the Locking chip that he used.

* * *

**Meanwhile

* * *

**

Tarantulas was looking for the wolf, not knowing as it pounced on him and began gnawing at his arm. He yelled in pain as he tried to shake it off. Luckily, he did and got up. He shouted, "Stupid, interfering mutt!" He shot his spider leg machine guns at the wolf and ran at it. But the wolf moved much faster than he did. He was shooting so much he caused all the snow to fly up. As soon as it settled down and he stopped shooting, he saw the wolf was gone.

He looked around and didn't see it; until the wolf popped up from one of the trees. And landed on the snow; the wolf then spoke in an accent that sounded Mexican, but in a male tone, "Wolffang—MAXIMIZE!" The wolf transformed into a humanoid male robot, colored black and blue, and was perhaps two centimeters taller than Cheetor. His upper arms were black with the two vertical halves of the wolf's head acting as shoulder guards. His lower arms and hands were blue. His chest and upper torso where blue and muscular, and there was a black lining on it, but on his stomach were two little spikes sticking up in a line. The hind legs of the wolf turned into the Maximal's legs, with the lower part of the legs folding into the wolf's lower hind legs. The feet of the Maximal were two clawed toes and a heel sticking out in the back. The rest of the wolf was folded on his back to look like a shawl. His head was blue, but he had a black mask that made him have two wolf ears, and he had a faceplate mouth area colored grey, but he also had two bright green eyes.

He took out a gun similar to Cheetor's but had a grapple hook like Tarantulas'. Tarantulas wasn't going to give him the chance as he fired. Wolffang pulled the shawl off his back and it actually was a shield. It was hit a few times, but Wolffang pulled his gun out and shot Tarantulas; the impact caused him to fly straight towards the river. He finally got out, frozen into a block of ice and bobbing; so Wolffang ran back to where he saw his comrades.

When he got there, he saw Alex reinstalling JackFoot's locking chip, and she immediately went into Repair mode to sleep on it. He turned his attention to Tigertron and said, "You're Tigertron, right?" Alex and he were confused as Tigertron asked, "How did you know who I was?" he answered, "I'm not sure, but I think I owe you all my life, amigos." Alex just smiled broadly, "then let's say we're even."

* * *

**A few Minutes Later

* * *

**

They were walking out of the cave, with JackFoot in Wolffang's arms, and Alex with Tigertron, whose internal repairs were completed. They were walking back to the point to where they got here, when Alex saw Blackarachnia and Spittor. He said, "Looks like JackFoot had a lot to deal with." Wolffang smiled and said, "I guess I owe you amigos more than I thought." Tigertron smiled and said, "When we get back, we'll get her in the CR Chamber, and after that, we'll give you a tour of the base."

Wolffang answered, "I'd like that very much, senior." JackFoot was offline for the moment, but she could feel Wolffang's spark pulsating; without anyone noticing she whispered, "When a spark goes online, there's great joy…" and smiled as she dreamed on.

* * *

**Next Chapter: Forces of Nature part 3**


	20. Forces of Nature pt3

**Beast Wars **

* * *

**Chapter 19: Forces of Nature part 3

* * *

**

**Seyvont Residence**

Rachel had just finished her shift from today; actually, she was the only one who did her job. She wished she had more help for this; this wasn't a one-woman job, she needed help. She had gotten out of her work clothes, taken a shower, and put on her jammies; this was sort of her relax time. She sat down on the couch and was reading a book, and thought about what her brother and his new friends were going on the three pods they found out about.

**The Wilderness of Canada**

Canada's wilderness, one of the biggest forests still flourishing, and home to some of America's greatest wildlife, including the great Grizzly bears. In an area where there were trees, and a river that fed a waterfall, Optimus, now in beast mode and fully recovered, was leading with Justin, followed by Aelita, Cheetor and Foxfire, who were followed by Dinobot and Rhinox. They were following the signal to the final pod on this journey and hoping that the others were better on their hunt.

Justin was looking at the monitor and following the beacon, until it stopped. Justin shook it a bit, thinking that it broke. Optimus looked at what he was doing and asked, "Something wrong?" Justin turned to him and said, "The signal's gone." Optimus looked serious at him and asked, "Are you sure about that?" "I'm sure, it's like the pod just shut off all of a sudden." Optimus thought about it and it could have been possible that the Predacons got to the pod first.

He turned to everyone from behind and said, "Everyone, prepare for the worst. I think the Predacons have gotten to the pod first so be on the alert." They began to be until a familiar bugged yelled out, "Hiyaaa! For the Royalty!" They all turned around to see Inferno flying in the air with his blaster at the ready. He began to fire at them scattering them all over the place. Optimus yelled to Justin and Aelita, "You two, get to cover!" He turned to Cheetor and Foxfire, who went to Robot Mode, "Cheetor, Foxfire, keep an eye on those two!" Cheetor grinned, "You got it, Big Bot!"

The others transformed to Robot Mode, as did Optimus, and fired at the flying ant. Inferno dodged every shot and fired in retaliation. The Maximals fled for cover as Inferno laughed and shouted, "You're food for the Colony, Maximals!" Back from a cliff, Megatron, Shadow-Panther, Iguanus, and the now repaired Waspinator were watching the battle in Beast Mode. Waspinator buzzed up and said, "Inferno not wait for zignal, Megatron!" Megatron groaned at the situation, "So much for surprise."

He turned to Shadow-Panther. "You go after the humans. Iguanus, head for the pod. Waspinator and I will support Inferno. Yess." Shadow-Panther sprinted of to where the kids ran, while Iguanus ran for the pod. Megatron transformed and ran off towards the battle. Waspinator just hovered there and stated, "Wazpinator wait for zignal." Rhinox and Dinobot were facing against Inferno, who was pushing them close to the trees. He landed and screamed, "AAATTAAACK!" And fired at them nonstop. Dinobot walked forward with his spinning blade shield blocking the shots, with Rhinox coming in from behind. As they got closer, both Maximal and Predacon failed to realize that Megatron fired his hip mounted blasters and his T-Rex head Blaster at them, blowing them away.

He amusingly quirked, "Oops." Suddenly, he was shot at a few times. He staggered a bit and saw Optimus fly forward at him in blinding speed and punched him in the gut. The punch was so fast, it sent Megatron flying back a few yards and he slammed into a tree. He fell down, but the force he emitted on the tree was so great, it broke and it fell on top of him. Waspinator flew by and Megatron, who was trying to get the tree off him shouted, "Do something!" Waspinator buzzed, "But Megatron haz not given out zignal." He grunted and shouted, "ATTACK YOU IMBICILE!" Waspinator bluntly said, "Wazpinator will engage enemy.", and flew off.

**Back with Justin and Aelita**

They were running from the battle to get to the spot where the GPS pinpointed the pod. They were crossing the river to get there by a small stone formatted bridge to get to the other side. Aelita asked, "Do you really think the Predacons have gotten to the pod first?" Justin answered, "Don't know for sure; the signal just stopped all of a sudden." But before he could explain more, Shadow-Panther pounced out of nowhere and was in front of the two teens.

She growled a little menacingly and Aelita was behind Justin, who was a little shaken up as well. She growled, "Just hand over the girl and nothing bad will happen to you." Justin said, "Oh, like I've never heard that one before." She transformed and was about to approach them, when Cheetor shot near her feet stopping her. He came up and said, "Don't even think about it, pussycat."

She stood there preparing to do battle, but she then got a good look at him. Fast, agile, witty, and good looking; for a Maximal, he was the cutest guy that ever punched her. She slyly walked up to him, but Cheetor shot at her feet, "you're making me twitch, Panther!" She ignored the statement and just walked to him with her hips swinging, "Oh, don't worry, I'm just gonna make you purr."

Cheetor was a little taken back and still saw her advancing at him. He pointed his Quasar Cannon at her, but she put her hand on it and lowered it without any restraint. "You don't have to be so rough with me, Darlin'." She walked up to him and put her arms around his neck silkily. She looked into his eyes, and that look she gave him nearly got him nervous up the yin-yang. She said to him, "I was actually impressed by you, no one ever and I do mean ever to match my speed; on that day you slugged me one."

Cheetor felt a little bad about that; she may have been a Predacon, but he really didn't like hitting girls. She then ran a finger down his chestplate. "Tell me, isn't there some way we could get out of this?" "Uh..well…you could surrender." Cheetor said trying to ignore her flirting, and boy was he ever, because this Predacon fem fatale wasn't making it easy. She then gave him a pouting look at him, "Do I _have_ to?"

He then said sternly, "Yeah!" She sighed, "Why does the sexiest guy my age I've met have to be such a boy scout?", she said to herself. She then relooped both her arms around his neck and pressed up against him. Justin and Aelita didn't know what to make of this, but they could tell Cheetor was losing it. She whispered to him, "are you sure there isn't another way we could work this out." She was so close enough for him to see himself in her red eyes and the look in them too, and all in his life he never had a girl, especially a very HOT girl look at him like that; also he was trying to ignore her body pressed up against him too. So his answer was a little weak, "uh…y-yeah, I'm sure."

"Pity", she said with her face dropping. She slid back from him and, by the humans and Cheetor, she looked a little sad at him. "Too bad you had to be a Maximal; we could have been a perfect couple." She reached for where the compartment to where her pistol was, and Cheetor was at the ready. She then said, "But before we get to the showdown, there's just one last thing I need to do." Justin and Aelita looked at each other in confusion, while Cheetor asked, not liking where this was going. "What's that?"

Foxfire had reached the point to where Cheetor and the others were, and saw Shadow-Panther there. So she got her weapon at the ready, but she didn't expect to see what was about to happen. The next thing Cheetor and Foxfire knew, in a flash, Shadow-Panther was right up against Cheetor again. But before he could do anything, she cut him off saying anything by planting the biggest kiss Cheetor had ever gotten in his entire existence.

Justin and Aelita couldn't believe it as they looked at it. Foxfire stared at them in complete disbelief; but as she watched, she felt a pain inside her spark as she watched it; and with that pain, came such anger. Shadow-Panther pulled back and licked her lips, "Slag, and a good kisser too." She stepped back a bit, but suddenly, a red blur tackled her to the ground. Cheetor broke out of his daze to see Foxfire and Shadow-Panther fighting each other, with Foxfire trying to claw out the Predacon's optics out of her sockets.

Shadow-Panther shouted, "Get off me you crazy fem!" "Then you get off Cheetor, you deceiver!" She then kicked Foxfire off as she got up, the same as Foxfire. She declared, "Oh really, I didn't know you and he were dating." She then grew a sly grin, "Maybe he'd like it better if he was seeing a fellow cat than a smelly old mutt maid." Foxfire's jaw dropped as she heard that, then she clenched it tightly and glared daggers at her.

Just before someone could do anything about this catfight, a missile headed for them. It hit in between the girls, causing them to fly back from each other. Foxfire was caught by Cheetor as she headed straight for them; she opened her eyes to see herself in Cheetor's arms. She blushed uncontrollably, but then she remembered what happened and just jumped out. They all turned around to see Inferno flying overhead with his Blaster at the ready. He laughed maniacally as he switched from blaster to blowtorch and shot out flames at the four.

Cheetor shouted, "I'll handle this one!", he said as he finally forgotten about the kiss. He pulled out his quasar cannon and aimed at the target. Inferno shouted, "The Royalty commanded the Key's retrieval and your wreckage….Destroyers of the Colony!" Cheetor aimed at the ant's jet engines and said in a determined tone, "Give my regards to the Colony, Blaster-Butt." He shot a few rounds in it, causing the engine to go crazy, and Inferno was spinning around like crazy. But even though he spun, he still was shooting at everything as he spun around.

Unfortunately one of the shots was aimed right behind the four and the explosion caused them to be blown off and down into the waterfall. Aelita screamed for help until Justin grabbed her and pulled her close, hoping to shield her from the fall. And with that, Cheetor, Foxfire, Justin and Aelita fell into the misty bottom of the waterfall, and were gone in a splash.

Optimus heard the screaming and immediately flew to where he heard it. He saw no trace of the kids, only the craters to where the blasts had started at. He then saw Rhinox, Dinobot, JackFoot, and what appeared to be a Maximal that was black, blue, and had wolf fur. He flew over to them and landed, going back to Beast Mode. He walked over and asked, "Who's this?" The Maximal bowed, "Wolffang, at your service, senior." He looked at him strangely and looked to JackFoot, "Don't look at me, I think the pod picked up a Mexican wavelength when it activated."

After explaining that Wolffang was the new Maximal, and that Alex stayed behind along with the others back at the Axelon, Rhinox asked, "Now that's done, where are the kids?" Optimus looked a little depressed and answered, "They fell over the waterfall, after that they disappeared." Everyone looked a little shocked by this news and JackFoot then boosted up their hope, "Hey don't worry, Cheetor and Foxfire are with them right? So they've got to be alright."

Optimus smiled at that; he turned to Rhinox and Dinobot, "Alright Maximals, we've got a double rescue mission to make. Dinobot, Rhinox, and I'll go after the pod. JackFoot and Wolffang, you're in charge of finding the others." She gave a little salute and she and Wolffang went to Beast Mode and sprinted over to the waterfall to find a safe way down. Optimus and the others went on ahead to the last coordinates the pod was located before the beacon went off. He then said silently to himself as he looked back at the waterfall, "I hope they'll be alright."

* * *

**At the End of the Waterfall

* * *

**

Aelita was holding on to Justin as they reached the shore of the river. She saw that Cheetor and Foxfire had gotten to shore and had passed out in Repair Mode to complete internal repairs caused by the battle and the fall. She pulled Justin up to shore and sat down next to his still form, catching her breath. She took a moment to look at him and thought, 'He's always getting himself hurt because of me. And you never complain about it at all.'

She then felt warm tears come out of her eyes as she cried for a moment, "I'm sorry I got you involved in this, Justin." She calmed down a bit, when she heard a twig snap. She startled a bit and turned around, to see something that nearly scared her, and then suddenly darkness consumed her as she passed out from exhaustion.

**A Few Minutes Later**

JackFoot and Wolffang had followed the river, reaching to a spot to where they found Justin's backpack. She immediately transformed to Robot Mode and went to it. Wolffang followed suit and went to Robot Mode. She took the backpack and held it close to her, "I hope they're all alright." Wolffang stepped right beside her, and put a hand on her shoulder to reassure her, "If they're as stubborn as you say they are, Senoirita, then they'll be fine." She had to smile at that, the accent also helped considering he seemed a little goofy that way, but it also helped that he was hopeful.

Suddenly, Wolffang sharply turned his head for a moment and sniffed the air. JackFoot watched him a little startled as she put on Justin's backpack. She saw him go a few inches near the forest still sniffing and stopped. JackFoot stepped up a little and asked, "What is it?" "It's them. Your friend's scent goes into the forest." She lit up; her friends were alive and still moving. Then Wolffang looked down and noticed something, "They're also not alone." JackFoot wondered what he was looking at and found out by looking down to where he was looking at.

They saw a huge footprint with three claw toes and it seemed to be a size thirty-five. And it was heading straight into the forest.

**Somewhere Else**

The Predacons were all gathered after they lost the battle; Megatron was absent considering he took a little damage from that tree falling on them and left Shadow-Panther in charge. She had heard from Iguanus that he was getting closer to the pod. After that she considered that the protoform's retrieval was in Predacon hands there was no need for the whole team to follow. So she decided, "Seeing as how we didn't get to the pod, we'll have to return to base." Inferno objected, "The pod may be near in our possession, but the Royalty commanded we destroy the Maximals." He then pointed to her, "Will you explain our failure to him."

Waspinator pointed out as he buzzed near her, "Megatron not like failure!" She pushed him aside and thought about it, "Yeah, the Royalty…" she shook herself to correct her choice of words, "I mean Megatron has been a bit testy lately after we heard the other teams lost the two pods." She then decided, "We'll do it!" She then took out a little lamp device that made Waspinator go in a daze. She then ordered, "Call Iguanus and tell him to prepare for Maximal company. Then when the Maximals get there, we attack on my signal."

Waspinator clapped his hands and giggled, "Wazpinator like zignal." They all transformed to Beast Mode, except for Inferno, and ran or flew off to find the Maximals and prepare for the ambush.

* * *

**In a Cave near the River

* * *

**

Aelita was sleeping for a little bit, next to Justin, who had finally woken up and a little sore, but not injured from the fall. From what he could tell, they were all inside in what appeared to be a cave about a few miles from the river. They were near a fire that had been started by their mysterious savior, to whom Justin had met when he woke up, and near the fire was Foxfire and Cheetor resting a bit, both in Beast Mode. She woke up and saw that Justin was awake, she immediately asked, "Justin! Are you okay!" He smiled a bit and answered, "Other than being hungry and sore, I think I'll live."

She saw that same smile as she saw when he made his promise to her at the mall. She couldn't understand him; he'd been through so much and yet he still smiled at her. She hugged him to his surprise as she said, "You're such a jerk to worry others; risking yourself to make sure no one gets hurt." She then looked at him in his eyes and said, "But it's because of that, that makes you a great person." Justin hugged her back and said, "I'm sorry if I worried you." She shook her head and looked into his eyes; his big brown eyes. She didn't know why, but she moved in closer to his face, he did as well; as she came closer she closed her eyes, waiting for something to happen.

But before whatever they were going to do then, they heard a huge voice, but gentle, and sounded like a Native American, "Anyone up for Salmon?" They both broke apart, blushing madly, but turned to face their rescuer.

It was a giant humanoid male robot colored brown and dark yellow. He looked to be around ten feet tall and sixty-four inches wide; he must have been more muscular than Bonecrusher; it was also clear that he had obtained the Beast Mode of a mighty brown Grizzly Bear. The hind legs of the bear had straightened out and became the thigh part of the legs, with the claws of the feet acting as kneecaps. His forelegs looked strong and his feet had three claw toes. His arms were built to be pretty powerful; his forearms had fur armguards similar to Cheetor and Foxfire. With the arms were two massive claw hands. His chest and stomach were strong built as well; his stomach showed that he was build in an eight pack, and his chest housed a spherical lens. The bear fur was on his back as well as where his arms were, making it look like he had a vest on. The two front paws and forearms of the bear were mounted on his back. His head was dark yellow and shaped almost like Optimus Primal's, except the earlike pieces were on his head than on the side of it. He had a mouth guard similar to Optimus' but there was no mouth there at all. His face plate was dark yellow as well, but had blue optics. From the look of his design, he must have been a soldier before he became an explorer.

He walked on in, not shaking up the place as he stepped in. He was carrying something behind him; a sack of some sort. Justin waved, "Good to see you're alright, Grizzly-1." Grizzly-1 made some kind of expression with his eyes that indicated that he was happy. "Appreciate the concern, Justin; it's good to see you're alright too." He then dropped the sack near Cheetor, and he sniffed the air. Suddenly, Cheetor shot up, awake and ran to the bag. "Ultra-Gear! I'm starving!" Everyone sweat dropped as they saw the Maximal's reaction.

* * *

**Fifteen Minutes Later

* * *

**

Grizzly-1 had taken the fish and cooked it near the campfire he had made, and as soon as Foxfire had woken up, they ate. As they ate, Aelita asked, "how is it you activated before anyone, whether Maximal or Predacon, got to you first?" He explained as he gave Cheetor another fish, "the pod's computer had activated somehow a few months ago, and I had adapted to the surroundings here in my new alternate form."

But he explained that sometimes when he transformed, his footprints had caused some ruckus of people finding them, claiming that some creature called 'Bigfoot' was around the area. So in a way, he laid low in the caves, but he left the pod's signal to lure away the Predacons, and while they were busy, he'd find a way to contact the ship, if it was still in one piece.

Foxfire smiled, "It is good then that you are still functional and that you survived this long." "Hey, this old soldier still has some training left in him.", Grizzly-1 said out of humor. Foxfire turned to face Cheetor, but found it hard to; considering he had just been kissed by the Predacon, Shadow-Panther. It seemed he had forgotten all about it, but she hadn't. In fact, remembering that moment made her feel uncomfortable; she didn't know why but she felt…betrayed somehow. They were just friends and it wasn't like they were dating or something so why was she feeling this?

Suddenly, Grizzly-1 turned his head slightly towards the entrance to the cave they were in. Cheetor asked, "What's up?" He shushed him for a moment, and said, "We've got company." Everyone got up from that as Cheetor and Foxfire transformed and got their weapons at the ready. Justin and Aelita stayed in the back behind for cover. They crept up a little to the entrance, and Grizzly-1 then activated his main weapon; his right bear claw turned upward and transformed from a claw to a shoulder-mounted machine gun. They all went a little further and saw shadows coming closer and closer.

And just at the last minute, they stepped out pointing at the unknown and the figures did too. But before they fired, Cheetor and Foxfire recognized the two; it was JackFoot and what appeared to be one of the new Maximals; they had followed the trail here. JackFoot could never have been more happy to see her friends, as she jumped at Cheetor and Foxfire, getting them in a group hug, "YOU GUYS ARE ALIVE!" Foxfire giggled, "We are glad you are unharmed as well." Cheetor commented, "Figures it'd take more than a couple of Preds to take you out." As they let go of the hug, JackFoot saw Grizzly-1, and said bluntly, "Wow, he's huge."

Wolffang just ignored everyone else and just went to Foxfire. He spoke to her in a romantic tone, "I think rose red and electric pink suit you perfectly, Seniorita; you are the most lovely vision I've ever laid on my optics." Foxfire could only blush at this; she nervously asked, "Are you our new comrade, Mr…?" He put a finger on her lips and said, "You may call me Wolffang, and for you, Seniorita...I could be." She just blushed even brighter, while JackFoot just sweat dropped, and Cheetor just growled. Justin came in and JackFoot said as she handed him his backpack, "Here's your backpack; I found it at the river." He took it from her kindly and put it on. "Thanks, I was wondering where this went."

Just then, Aelita remembered about the pod, ""Wait! Optimus and the others are still heading for the pod aren't they? JackFoot and Wolffang both nodded as the wolf said, "They said they would continue on to it, while we searched for you." JackFoot then turned to Grizzly-1, "but it seems we found you and the Yogi Bear here instead." Grizzly-1 said, "The name's Grizzly-1, Kid. And if they're heading there, then so are the Predacons." Then Cheetor transformed to Beast Mode and ran forward; he shouted to the others as he ran, "C'mon guys! We've gotta get in Ultra-Gear; the Preds might be waiting for an ambush!"

Grizzly1 then followed suit as he said, "You heard the kid--" He then transformed into a massive Grizzly Bear as he motioned the kids to get on, "We'd better hoof it!" The two teens got on while JackFoot, Foxfire, and Wolffang went into Beast Mode and ran after Cheetor. After the kids got on, Grizzly-1 said, "Hold on tight now!" He then sprinted as fast as his form let him, while the kids held on; Justin held on to Grizzly-1 fur, while Aelita wrapped her arms around Justin for dear life.

Of course he blushed a bit, but he brushed it off.

* * *

**Near the Pod**

* * *

It was located near a rocky mountainside ledge, as big as an arena. It was embedded in the rock, but it looked like an earthquake unearthed it. It was still active and had stopped giving out its beacon. Iguanus had located the pod near him. He transformed to Robot Mode and got his rifle at the ready, as he walked to it. "The pod's officially my trophy; forget that slut, Shadow-Panther, this is my time to shine." He walked up to the pod, he then proceeded to open it.

It was then he heard a beeping as he looked in it; he saw a bomb set to go off on a signature; a Predacon signature. He whispered, "Oh, slag." It blew up taking him with it as he flew back from the mountain and into the forest.

**A few Yards away from the Pod**

Optimus, Rhinox, and Dinobot saw the explosion to where the pod was, and Optimus shouted out, "NOOO!" Then, before they could act, explosions blew up all around them in a circle as they heard the voice of Shadow-Panther shouted, "Predacons—TERRORIZE!" They saw her, Waspinator, and Inferno transform and fire at them as the Maximals transformed.

**One Mile Away**

Cheetor heard the firing as everyone caught up; he stopped as he turned to everyone, "Everyone, time for action!" He turned to Justin and Aelita, "You two stay here until the fight's over, okay?" Justin said, "Don't worry about us, you've got to help Optimus and the others." Cheetor turned forward and shouted, "Maximals—MAXIMIZE!" They all transformed with their weapons at the ready and ran forward.

**Back at the Battle**

The Predacons were gaining the advantage in the air; Inferno and Waspinator flying in the air, and Shadow-Panther in the trees. Optimus and the others tried to get good shots at them, but to no avail. It was a shot from Waspinator that took down Dinobot, a few shots from Shadow-Panther that knocked the gun from Rhinox's hand and him in the process, and finally a blast shot from inferno that took out Optimus.

The Maximals were down for the count and shorting out from Energon exposure. They had no choice but revert to Beast mode. Waspinator shouted and laughed, "Megatron will reward Wazpinator for my victory!" Shadow-Panther shouted, "Your victory! It's my…" she then heard running footsteps as she used her optics to zoom in. She saw Foxfire, JackFoot, two other Maximals she didn't see before, and the one, who was leading the way, was that cute Maximal, Cheetor. She said not shouting, "It's the rest of the Maximals." Inferno flew right next to her, "Excellent. They'll have no chance against the three of us." She hopped on his back as they flew towards them.

Cheetor and the others were running forward, but were thrown back by Inferno's blasts. He shouted as they flew towards them, "They will burn within the flames of Inferno!" Shadow-Panther slapped him aside the head as she declared, "You can do that to the others, just leave Cheetor to me." She jumped off, landed on the ground with ease, and ran towards the battle. Waspinator swooped in firing at Foxfire and JackFoot, unaware that Wolffang had climbed the tree with his claws and pounced on him. He steered him away from the battle as Waspinator tried to shake him off. Unfortunately, Waspinator wasn't able to fly right, "Wazpinator cannot fly; going to crazh!"

Through the bad flying, Wolffang finally steered the wasp into a tree. He jumped off in time as Waspinator crashed into it; this crash made George of the Jungle look like a small cherry bomb. Waspinator groaned, "Wazpinator not feel zo good." After that, he peeled off the tree and fell to the ground below. Wolffang just stiffened a laugh and ran back to the battle.

Cheetor was shooting at Shadow-Panther, who was dodging from the trees and firing back at him. She laughed as she thought, "He's so cute when he fights angry or excited." Cheetor growled as he missed, so he decided to climb up and take the fight to her. He went to Beast Mode and jumped at the tree, sinking his claws into it, and climbed up.

When he reached the top, he failed to notice that she pounced on him when he transformed, and there on a tree branch, he was pinned down on his back with Shadow-Panther on top, holding him down. She purred, "Pinned ya, Cutie." Cheetor groaned, "Will you stop it with the act already, I know you're just gonna shoot me in the back like all Predacons do." She pouted for a moment as she traced her finger on his cheetah head chestplate, "I'm not acting about this, Spots." She leaned in closer to his face, "Let me show you how real it is." Before he acted, she kissed him again; this time she did it gently and slow. She pulled back and licked her lips, "So, now do you believe."

Before Cheetor could get out of his daze, Foxfire came out of nowhere and pounced on Shadow-Panther. She got her in a headlock as she said, "You are nothing more than a manipulative Gremplork who is not worth Cheetor's time!" Shadow broke the headlock and got a little distance from her. She didn't know why this Maximal runt bothered, but then a thought struck her. She smiled as she said to Foxfire, "Looks to me like you're a little jealous. What's the matter, can't even admit you've got a thing for him, or maybe he just doesn't like someone as naïve as you."

That got her riled up as she ran at her; she unleashed a whole can of whoop-ass at her. Shadow-Panther got in a few shots as well as a few swipes at her with her steel claws. However, Foxfire was winning this fight, as she bent down tot he ground and got in a sweep kick and let Shadow-Panther fall to the ground. She stopped there as she heard the Predacon scream and then a thud sound. She was completely exhausted, and damaged; she nearly fell off the branch as she leaned back, almost about to faint. Cheetor ran up and caught her, as she just fell into Stasis Lock as her internal computer said she had lost 96 of her power. She just stared at her and smiled, but he still couldn't stop thinking about what Shadow-Panther said.

Back in the battlefield, Wolffang had come back and was facing against Inferno with Grizzly-1. Unfortunately, Wolffang's shield couldn't withstand against Inferno's blaster as he was pushed back by the shot and was thrown back. Grizzly-1 fired at the ant with his shoulder-mounted machine gun and shot the weapon at Inferno's hand, blowing the weapon out of it. Inferno landed and shouted, "I don't need a weapon to destroy you, Bear!"

He charged at him and punched at him, only to get his fist caught by the giant Maximal's hand. He threw another fist at him, but it was caught as well. Now it was a battle of strength as they tried to outdo the other. Inferno may have looked scrawny but he was quite powerful, it was rumored he was so powerful he could have overpowered Megatron and could have been leader; if not for his mindless loyalty to him.

However, this time, it seemed Grizzly-1 was the one to overpower him. But had he not noticed Iguanus behind him, he would have saw him aiming his rifle at him as he fired. The shot made contact to his back, but he only groaned, as he turned his head slightly. He used his momentum, turned around and threw Inferno at him; they crashed into each other and Grizzly-1 let out a huge barrage of firepower before jumping into the air, and stomping on them.

All there was of the two Preds were a heap of steaming piles of defeat. He then walked over to the bushes as he saw JackFoot there, with a bullet in her shoulder. He picked her up and asked, "You okay?" "I can't believe I got out of the fight just because of one bullet." He smiled, "Don't worry, from what I've heard you were just exhausted from the last fight. Don't let it get you down." She smiled at his advice. Cheetor caught up to them with Foxfire in his arms, and Wolffang went to go get Justin and Aelita as they walked to get ready to go home.

* * *

**Seyvont Residence

* * *

**

Everyone was having a drink of water when everyone had gotten back. Alex nearly had the sniffles from being in Alaska despite wearing some warm clothing. Rattrap had sores on the back of his Beast Mode feet from all that walking back. Bonecrusher was as loud as anyone there, so you might say it was some kind of party.

Rhinox said out of good humor, "Some rescue party we turned out to be; instead of saving Grizzly-1, he saved us." Grizzly-1 just chuckled at that as Optimus commented, "I heard you took out both out Iguanus and Inferno out there." JackFoot stepped in, "that's nothing, you should have seen what Wolffang did to Tarantulas; they'll be thawing him out for about a week." Everyone chuckled at that, especially Rattrap and Justin.

Meanwhile, Cheetor was looking out the junkyard thinking about that kiss, or rather the two kisses he had with Shadow-Panther. He thought they were pretty good, but the strangest thing was that at both times when he kissed him, he thought about…

"Hey, Cheetor!"

He turned to see Justin walking up with two cups of water. "Here you go", he said as he gave him one. Cheetor accepted it, and Justin told him about what was going on around the party. He said that Rachel asked if Bonecrusher could help her around the junkyard and he accepted it.

And after that, Justin broke the ice then by asking, "So I hear that Shadow-Panther kissed you, huh?" Cheetor then spat out his drink and began to deny it, "A Predacon kissing me? Come on Justin, you know me." Justin just smirked, "She may be a Predacon, but she's still a teenage girl. That and the fact that maybe she finds you attractive in someway."

Cheetor probably had to agree with that, but he still wondered if she did fall for him. Then he thought about Foxfire, and remembered the way she acted when she saw him getting kissed. Was she jealous, or did she just not like the She-Panther at all. He just sighed as he said out loud, "I just don't understand girls." Justin nodded, "I don't either, but they seem to understand us." He then thought of something else, "…Well maybe not Rattrap." They both just thought of that and laughed at that.

After the laugh, they went back to the party and enjoyed the time they had talking about the races to the three pods and about their newest additions to their big family.

* * *

**Next Chapter: Is it a Date?**


	21. Is it a Date?

**Beast Wars**

* * *

**Chapter 20: Is it a Date?

* * *

**

**Antigo Junior High School**

It was another day at the high school, and everyone was as busy as ever to get to class. Most of the girls of the school were talking to each other. After PE, the girls were getting cleaned up and dressed to go to their next classes. Aelita was drying off and got to her locker to get dressed; as she finished dressing up, she heard one of the girls talking.

A brunette girl, still in her towel, along with her friends, was talking about something. A blonde asked, "He asked you out to the fair?" The Brunette answered, "He did, I almost melted after he did." The girls squealed as they heard that and one of them said, "You are so lucky; going on your first date."

She just listened from behind one of the lockers and wondered what they were talking about. She heard the word 'date' and wondered if that was some manner of activity that friends do. She decided that when she met up with Toni in Drama class she would ask her what it meant.

* * *

**Drama Class**

* * *

"A Date?"

Toni had just heard about what Aelita asked about, and just couldn't believe what her new friend was asking about. She thought, 'Is she really fifteen?' she just sat down as some of the students were performing a scene from the play, **Tristan and Isolde**. Justin and Alex were helping with the others; as soon as word got around that Justin slugged Josh Weldon in the face, a few of the students lightened up to him and Alex.

Toni sat down and motioned to do so next to her; as they sat down, she explained to her. "A date is sort of a special time for a boy and a girl who know each other to go out and have a fun time; a day or night to remember." She looked a little confused, so she asked, "What kind of things do you do on a date?"

Toni was surprised, and even she didn't know what the answer to that was; she also had never been on a date in a while; not after yesterday that her boyfriend had broken up with her. So she just winged it, "Well, I think you go somewhere you have a fun and wonderful time, like the fair for instance. After that, you go out to dinner to some restaurant. And I think for a finale, he walks or drives you home."

Aelita listened on and asked when the fair was opening up; Toni said they were opening this weekend. She asked, "Why, is there someone you want to ask out?" she got a sly smile on her face. Aelita shook her head 'no' but there was one person she wanted to ask out together.

* * *

**After School**

* * *

Justin and Aelita were walking back home after Alex went back home on his bike and Toni went her way. Justin had noticed that Aelita was a little quiet when Drama Class was over. He noticed that she was talking to Toni about something, so it was probably girl related. As they went on, he kept on thinking to what they were talking about.

When Justin opened the front door first to let Aelita in first, he didn't expect a bucket of cold water to fall on his face. He was now soaking wet with the bucket still on his head, Aelita came up to him and asked, "Are you alright?" He took the bucket off his face, which had a deadpan look on it, "A little wet, but okay nonetheless." They then heard some giggling coming from behind the couch as Justin slowly approached it; he reached down and picked up something that was kicking around, trying to get free. It was JackFoot in Beast Mode and pouting, "Aw man, I was hoping it was Rattrap." Aelita asked, "I don't think Rattrap was coming today; he said he was busy with Rhinox fixing the Gate again." JackFoot then was steaming mad when she heard that, "That lying sack of maggots; he said he was coming in at the front door." Justin and Aelita looked at each other and agreed in thought that JackFoot was a little too gullible for herself.

Just then, Rachel ran out the room, in her work clothes. She then spoke out very quickly as she grabbed her tool bag that was near the door, "Sorry Aelita, but I'm afraid I can't take you tonight." Aelita looked a little disappointed as she pouted, "But you promised…" Rachel cut her off, "I know but another job came up and it needs to be done quickly." Before she left, Justin asked, "Where were you going to take her?" She said, "the carnival; it was coming in tonight but unfortunately, due to current events I can't do it." Before she left she thought about it for a moment, and then said, "Hey! I've got it! Justin, why don't you take her to the carnival?"

Justin was a little taken by that and asked, "Me? Are you sure about that?" Rachel walked towards him, a little peeved off at the fact that he didn't think about it, "Listen, Justin Isaac Seyvont; Aelita's been dreaming about going to the carnival ever since she heard about it. She's been aching to go, and you're not even thinking about what she wants!" Justin was beat at this; when his sister was like this, and when she called him by his full name, you could tell she was getting miffed. Aelita was about to say he didn't have to but Justin beat her to the punch. "Okay, okay I'm sorry; I just thought she wanted to go out with you. You know, female sister bonding or something like that."

Rachel sighed, and ran for the door, "I know, but you know; duty calls and such." And then she was gone as she went to her truck. They heard the truck zoom out of there, and the tree teens just stood there and stared at each other. Justin asked, "What just happened?" JackFoot got a huge grin and laughed out loud, "I think you just got set up on a blind date, you two." Justin and Aelita turned to each other and for a moment, they blushed; they later snap out of it as Aelita said in a nervous tone, "Well…I better get ready; I'll be done in ten minutes." She then went to the stairs and ran up to go to her room to get ready.

Justin just stared for a moment, realizing of what was happening and plopped on the chair. He then grabbed his head and screamed in his head, 'THIS IS NOT A DATE! WHY DOES THIS KEEP HAPPENING TO ME!'

* * *

**Ten Minutes Later

* * *

**

Justin was sitting on the chair, with his head leaning on the head of the chair; JackFoot was thinking on someway to get even with Rattrap. She saw that Justin was pretty quiet and decided to get his attention, "So I hear that Megatron's opened up a bakery and selling Predacon cookies." Justin just nodded, she then said, "I also heard that Aelita slept with you in her birthday suit." That got him out of his daze as he shouted, "WHAT!" She laughed saying, "That snapped you out of it."

She then transformed to Robot Mode and plopped herself in his lap. Justin ignored her for a moment, but she asked, "C'mon Justin. Would it really be so bad to go out with a girl for once in a while?" Justin turned to face her and said, "Not really, it's just that this isn't a date, and if it was, it would have to be my first." JackFoot's jaw nearly hit the floor when she heard that; she knew Justin wasn't popular, but she didn't realize he wasn't popular with girls. She thought to herself, 'What does he mean by that! He's got what most girls would want: brains, Peter Parkerish good looks, and kind, friendly, sincere. It's hard to believe he's still single!'

Justin then turned away to look at the stairs; JackFoot asked, "So what's on your mind now, Mechanic Master?" Justin turned and smiled at the nickname that JackFoot gave him. He answered, "Well, come to think of it, I haven't really been anywhere with just Aelita since we first met." JackFoot remembered that, Cheetor told her about that day. They then heard footsteps coming from the stairs and heard Aelita's cheerful voice, "I'm ready!" JackFoot jumped off Justin's lap as he got up. He said, "Well, let me get my backpack and…" He stopped talking as he saw her coming down the stairs and stop as she reached the floor.

She was wearing a silk like yellow, long sleeved shirt, and had over it a dress with the skirt that didn't cover her knees and had spaghetti straps holding it up. She was wearing light blue sandals that had a strap that held to her ankle. Her hair was pulled back into a pony tail, but a few strands of hair as well as her bangs coming down her face. Justin was a little speechless as he saw her; in fact, his jaw nearly dropped to the floor and bounced back. Aelita smiled and said, "I'm sorry I took so long, Justin. I wanted to be sure I looked presentable." She then twirled around and stopped for a moment, winking her left eye, "So how do I look?"

Justin tried to say something or at least give out a compliment, but the words never came out. Instead, he just spoke out a little nonsense as he tried to say something; to put it bluntly; his brain was on a temporary vacation. JackFoot smirked as she spoke out next to him, "I think what he's trying to say is that, 'you're so pretty, you broke my train of thought'." Aelita blushed at the thought; she had never thought of herself as the type to spin heads. She shyly spoke, "well, I guess we should be going." She quickly made her way to the door, but was stopped by Justin as he grabbed her hand gently and then said, "Well, we could always take the new Crawler for a spin."

JackFoot asked, "But I heard that the first was blown up when you slammed it into Grape-Face in the first battle?" It was true, he crashed it into Megatron and it blew up with the massive Energon crystals. Justin replied, "Yeah, but Alex, Rhinox, and I constructed a new one." He turned to Aelita, "it can get us to the carnival faster, if you want." She nodded in approval; she never got the chance to ride the first Mountain Crawler, so the second might have been her only chance. Plus, if Justin made it, then it was bound to be fun.

* * *

**On the Other Side of Town

* * *

**

Rachel had gotten to the scrap point; what she was supposed to do was heave the car over to her scrapyard, but it proved difficult due to the fact that she remembered her tow cable was broken. She cursed to herself, "Darn it! How the heck am I supposed to get this back home now?" She then heard footsteps behind her, big footsteps. She didn't know if it was one of the Predacons, or if they decided to try anything that involved kidnapping in the open.

She whirled around to come almost fact to face with Bonecrusher; unfortunately he was taller than her, by three feet. He said, "I heard y'all needed a little help, so I came a runnin' here ta help." She sighed in relief, not only that it was Bonecrusher, but that no one else was around to see him. She said, "Okay, big guy, can you get this home for me" as she motioned to the scrapped up car. He just strolled on up to it, and without so much as breaking a leak, he lift the car up above his head with both his hands.

She was completely amazed at this maximal's strength, that she squealed in humor, "Oh Waiter, get me a side of that beef there!" Bonecrusher just took that as a compliment as he blushed a bit of embarrassment and just took the car to the truck, hooking it up for her. She walked up to him and asked, "So why are you really up here." He simply replied, "I went over to your house ta pick up JackFoot, along with Air-Razor. But we saw your brother and Aelita speedin' off on some homemade dune buggy. Couldn't find that little big eared rodent though."

Rachel shrugged and answered, "She must have gone to the carnival with those two. I was supposed to take Aelita, but I didn't get a chance due to this." He finished hooking up the car, "Sorry about that. Ya think she went along with them, now?" She turned to face to where the lights were at the carnival. She said, "Well if she is, I hope she's staying out of sight."

* * *

**The Carnival

* * *

**

Justin had parked the new Crawler outside the Carnival in order to avoid attention. It was similar to the first one, but with one exception, the engine was now powered by not Gasoline and electricity, but Energon now. With the help of Rhinox, they had converted the engine into an Energon crystal converter; an engine that could utilize the Energon's power to make the car operational.

He and Aelita, who was still a little rattled from the sheer speed from the Crawler, went into the front gate. Aelita was immediately surprised at what she saw; there were people, some were couples, everywhere going on rides, playing games. So many lights, colors, sound and so on. She had never seen anything like it at all on her time here on Earth.

She ran to Justin, who was still staring at awe at the carnival from behind her, and linked her arm to his. She pulled him forward as she giggled, "Come on, Justin, let's go over there." She pointed to a haunted house that was near by, and Justin sweat dropped, "Are you sure you can handle it." She giggled as she ran up there with him as she pulled him along. "Don't worry, how scary can it be?"

* * *

**Five Minutes Later

* * *

**

Justin walked out of the exit, with Aelita in his arms, her face buried in his shoulder as she shivered in fear. He simply replied, "I knew you would be afraid of it, but you should know that none of it was real." She replied in a shaky voice, "I know, but it was still scary. I should have listened to you." He just smiled as he said, "Well at least there's no one around to see us like this."

"Hey Justin!"

"J-Man, Whatcha' doin' here!"

Justin turned around to see Alex, who by surprise, was with Toni; they had come from the gaming area and Toni was holding a giant chicken. Toni saw him holding Aelita and smirked, "I was wondering when you'd sweep that girl off her feet." Justin and Aelita looked at each other and blushed as he put her down gently and she explained, "It's not what you guys think; I was just a little scared and felt like something crawled around my feet." The two just looked at each other and said, each with a sly look in their faces, "Rigght."

Justin just wanted to shoo himself right now, but a thought did cross his mind. So he decided to ask it, "So why are you two here? On a date yourselves?" The two stopped smiling and Toni explained, "Well to tell you the truth, Alex kind of invited me here. To kind of help me forget about my ex-boyfriend." Aelita asked, "Did he die?" "No, he dumped me. Though I do wish he did die." Aelita felt a little hurt that Toni was dumped, but then had an idea, "I know, how about you guys come with us; it'd be like a double-date."

Alex and Toni looked at each other considering this, and Justin insisted, "why not? The more the merrier, my dad always said." Truth be told, he just wanted the company so that he didn't do anything stupid. He also didn't want to be alone with Aelita, on the count that he might try something stupid. He also thought this would be a good chance to get to know each other. Toni was a little reluctant at first, but then she said, "Okay, why not." Alex concurred, "That sounds good." He then bit his finger in a comical way. Aelita asked, "Did that hurt, Alex?" He replied in humor, "No, I severed the nerve."

They all laughed at his little joke and then went on with their little get together date. Although Justin didn't think of it as a group date, he thought of it as a time for friends.

* * *

**Later on

* * *

**

Justin and Aelita were at a shooting booth when she asked what it was. Well instead of explaining he showed her as they watched Alex win Toni a gothic stuffed bat toy. She squealed and asked, "Could you win me something, Justin?" He shrugged and walked up to the booth. He paid the guy and got a cork gun. He asked Aelita, "So which prize would you like?" She looked around to find what she wanted, but the one thing that caught her attention, was a little stuffed fox. She whispered to him, "it reminds me of Foxfire; I'm sure she'll like it as well."

He smiled as he remembered that Aelita always thought about others just as much as she did. He aimed for the fox, but tried something different. He spun quickly and fired off two shots; Aelita looked on in a mixture of amusement and disappointment as both shots went wide. "oh well" Justin smiled, "Just watch" the two corks bounced off the walls and hit the fox, as well as a stuffed 'Hello Kitty' doll. Justin gathered the two prizes form the awestruck vendor and handed the fox while he held on to the kitten, "Here you go, Aelita."

She laughed as she took the fox, "that 'Hello Kitty' doll is almost as big as me!" Toni went up and commented, "That was pretty cool, but how'd you do it?" He shrugged, "it's all in the angles, I guess." Alex sighed, "I guess it would be for a genius." They all laughed, but Justin and Alex remembered something. They grabbed their respectable party and ran towards what appeared to be the Ferris wheel.

They pushed and shoved to try and get to the front of the line. The two boys flashed their tickets to the attendant and both couples were boarded on in two separate carts; Justin and Aelita in the first cart, and Alex and Toni in the next one. Aelita looked out as the Ferris wheel stopped as they were in mid air, she asked, "This is a great view, Justin. But why were we in such a rush to get here?"

Justin ignored the question as he looked at his watch. Then he said to himself, "it's almost time." She looked confused and asked again, "time for what?" Then suddenly, the sky lit up with color and Aelita moved closer to the window in order to see. She had never seen anything like this as she gazed at it in spectacular awe. Justin scooted up beside her and explained, "When the carnival comes into town, they give a special fireworks display here."

She just stared in awe, and then turned around to face Justin. She gave him a gentle hug, which surprised him and said, "thank you, Justin; for everything this evening." She then thought to herself, 'I don't know why, but my heart is beating fast. Every time I'm near Justin. I asked Rachel if it was some kind of sickness, but she said it was just natural.' She thought a little harder, 'She said it what happens when you find a boy you really like. She also said that the one way to find out is to give that person a kiss and then you'll know.' Suddenly, a thought struck her, 'Does this mean I like Justin…not just as a friend?'

Justin looked at her and noticed she had been awful quiet for a moment; he asked her, "Aelita?" She looked up to him and she thought as she did, 'There might be one way to find out…' she slowly brought her face close to his. He was about to object to whatever she was doing, until she almost brought her lips close to his.

"Man, this is some show, huh!"

Aelita and Justin stopped themselves from whatever they were about to do and turned to see who it was that spoke out. They saw JackFoot, in Beast Mode, and popped out of Justin's backpack and looking out the window watching the fireworks show. They both blushed madly as they scooted away from one another. Justin thought, 'what was going on there for a second? Was Aelita trying to…?' He was interrupted out of his train of thought for a moment as JackFoot said, "by the way, I couldn't help but notice the almost lip-action moment there."

Aelita denied, "T-T-that's not true, JackFoot!" The little rabbit smiled, "Riiigghht." She then began to sing, "Justin and Aelita, sittin' in a tree: K-I-S-S-I…"

Both the teens shouted, "KNOCK IT OFF!" Aelita pouted as she thought; 'Now I'll never know if I like Justin more than a friend, now.' She just sighed as she watched out the window and continued to watch the fireworks display, while Justin was trying to get JackFoot back in the bag. But then she thought, 'though it wasn't a bad evening at all.' She turned to Justin, who grabbed JackFoot by the ears as she tried to wiggle free, 'I got to go on my first date with the one person I wanted to go out with.'

She watched outside and smiled as the carnival went on.

* * *

**Next Chapter: A Plague of Insects**


	22. A Plague of Insects

**This is a tribute to the old Transformers: Generation One episode 'A Plague of Insecticons'. Enjoy**

**

* * *

****Beast Wars**

* * *

**Chapter 21: A Plague of Insects

* * *

****Seyvont Residence**

**In the Morning

* * *

**

Aelita was asleep in her bed, with JackFoot on it, in Beast Mode, curled up like a cat at her feet. After they had gotten back from the carnival from last night, the two teens went to their rooms, got into their nightwear and went straight to bed. The alarm went off at 7 in the morning, and Aelita groggily woke up, turning the alarm off. She rubbed the sleepiness from her eyes and she saw the stuffed fox next to her when she slept. She remembered how Justin won that for her, and she smile from the thought of it.

JackFoot suddenly woke up and looked at Aelita, who was looking at the fox and smiling. She snickered and that got Aelita's attention, "Oh, JackFoot, I didn't know you woke up." She stretched a bit and said, "Well if you'd stop looking at that stuffed fox long enough you'd notice." She blushed realizing she saw her like that and apologized. Jackfoot just shook her head and said, "Sorry if I popped out at the wrong moment last night, I could tell that you wanted to kiss him right then and there." Aelita blushed, "W-what do you mean by that?" JackFoot just smiled as Aelita got out of bed to get ready for the day.

JackFoot just kept talking, "I'm just saying, I think you and Justin might be a little more than just friends after four months, ever since the Beast Wars started." Aelita thought about that and things around them remained the same, but to her something changed; she couldn't quite put her finger on it, but something had changed. She just shook it off and remembered that today was the day. "I ALMOST FORGOT!" She ran towards the bathroom and took a quick shower. After that, she got dressed as quickly as she could. JackFoot sweat dropped at this scene and asked, "What's with the fireworks?" Aelita answered, "Justin's Biology class has a field trip today to the local farm district."

She then heard Justin shout, "Oh man, I slept in!" They heard Justin rush out of his room and heard the bathroom door slam shut. The girls looked at each other and giggled; they both just thought that boys were really weird.

* * *

**Sewage Swamp**

* * *

One of the places that weren't noticeable from the rest of the town was the old sewage treatment plant that was connected to an old swamp. For years they dumped tons and tons of toxic sewage into it, killing off all swamp life in it. People had protested against it but somehow it just kept on doing their work. No one in the plant cared about the consequences of dumping such chemicals in the water or in the thick field of dead trees. Not until today that is.

Teams of cleaners, that were wearing special containment suits, were digging through the swamp shore and waters; it seemed now for a few months there have been rumors of what other workers describing as strange disturbances going on during the night. Bitemarks were found on some of the walls as well as the barrels. Shadows of what appeared to be of creatures found stalking in the swamps at night. This team was sent to discover the cause of it.

One of the crew members asked, "What ya think's doin' it, Joe." The man named Joe simply replied, "If you ask me, I'd say it's those hot head protesters. They're always causing something to get us to shut down." The worker just shrugged off and began to scour through. Then something caught his eye, movement in the sewage water in the swamp. He walked to it but not with out his cleanup stick. Unaware by anyone, high in one of the taller trees, millions of eyes looked at the workers. Especially the one headed for the water.

Joe turned to see his buddy walk near the water. He shouted, "Hey Man, be careful not to go swimming in that stuff, okay!" The guy nodded but replied as he got near the stuff, "I know, but I thought I saw something move in the water." Joe replied, "Impossible, nothing could survive the sewage contamination in there." The other cleaner didn't reply as he just looked at it; the water seemed calm enough. Suddenly, he saw something move in it, and he decided to scare it out by poking at it with his stick. He did so for three times, until something popped out of the water with sheer speed.

He screamed as he saw what the thing was; a giant light green and dark blue beetle about the size of a crocodile. It snapped at him with its giant mandibles, forcing him back to the other workers. Joe was having troubles of his own, as he saw his buddy being attacked by a giant beetle; he was being attacked by a giant weevil of the same height. It busted out of the ground and forced him to back up to him and his buddies. The weevil was colored brown and light orange, and then by everyone's surprise, it spoke, "Get out of our territory, humans!" That made the others shake in their pants.

They ran towards their sewage disposal truck but saw that the tires had been slashed. From the look of it, the tires were pinched and slashed at the same time. Then one of the workers saw on top of their truck, a giant dragonfly colored dark green, black, and red; next to it was a black and yellow-orange earwig. The creatures screeched and the workers ran screaming towards the other truck. The beetle shouted, "Retrax! Your meal's escaping!" Then out of the swamp, a giant spittlebug colored green, neon yellow, translucent green, with black and blood red eyes. It cackled, "In that case, I'd better roll out!" He curled himself up into a ball, and then the ball spun around and around until it gained enough speed and rolled straight at the workers. Instead of crushing them, it plowed through the truck, causing the garbage they collected to spill out.

The bugs ignored the workers as they ran off, and they walked to the garbage to do who knows what. The earwig shouted, "Let's eat!" And then they did the most disgusting thing ever, they began to eat the garbage. The workers didn't care what the mutant bugs were doing, so long as they got out of there before they were next on the menu. The worker named Joe shouted absent mindedly, "We've got to warn the town; if they get to the farm, they'll eat everything!"

The dragonfly heard that as he stopped eating and looked at the others, "Farm! There's more food to devour on a farm!" The beetle replied, "Exactly, Jetstorm! Which is where we're going for lunch today!" He then shouted out loud, "Insecticon—TERRORIZE!" The beetle turned into a humanoid male robot around Cheetor's height and was dark blue and light green. The bug bot was a nightmare to behold; its whole body looked monstrous. The beetle's front legs were mounted on his shoulders while the two sets of the backlegs were mounted on his forearms; his hands looked human but had claw fingers. His calves were covered in sharp points and his knees were pointing sharply, and his feet were composed of two sharp front toe claws and one claw on his back heels. The beetle's third and second body pieces became the robots back, while the head folded forward along with the pincers and became the robot's chest. The pincers were on the side becoming almost antenna like. The robot's head was blue and had two horns on top of it; his mouth had razor sharp teeth that looked like a bear trap, accompanied by his blood red eyes.

The weevil shouted, "Drillbit—TERRORIZE!" The weevil transformed into a male humanoid robot colored lavender and light orange and just as creepy as Insecticon. He was around the same height, but his body looked a little armor plated for demolition and digging. His chestplate and back were that of the weevil's head and back shell. His legs were purple and armored, and on his calves were one weevil leg; his feet had two clawlike toes with a claw on the heel. His left forearm was light orange with two parallel rows of sharp points and his hand had two sharp fingers and thumb. His right forearm was replaced with what looked like a giant drill with the weevil's mouth and antenna's mounted on it. His head was light orange and his mouthplate was lavender; his mouth had three pointed parts that covered his mouth and the sharp teeth within them. His eyes were red and he had two horns on his head that pointed forward instead of upward.

The earwig shouted, "Powerpinch—TERRORIZE!" The earwig transformed into a humanoid male robot colored black and orange. The head of the earwig split down vertically and became the robot's forearms and the mandibles became three claw fingers. The earwig's six legs were attached to the robot's upper arms and were positioned the same way as Tarantulas'. The robot's legs similar to his companion's as he also had two claw toes and one claw on his heel. His chestplate, back, and stomach was the centipede's body; it folded inward to create the mid torso. The earwig's pincers were positioned on his back and seemed to fit as a handheld weapon. His head was just like the others; two devil horns on his head; but the difference was he had orange eyes and had mandibles for a mouth similar to that of Tarantulas.

The dragonfly shouted, "Jetstorm—TERRORIZE!" The insect had turned into a terrifying black, dark green, and red male humanoid robot, whose facial features made some doubt if he was humanoid. His forearms were that of the Dragonfly's head and his fingers were of three that were once the dragonfly's mandibles. The back of the dragonfly switched over to his front and became his chestplate, with the forewings mounted on his waist sticking upward and his main wings sticking near his shoulders. The dragonfly's tail remained behind him. His legs were similar to Waspinator's; they were dark green and red and his foot was one sharp boot shape. His face was something out of a science fiction movie; his eyes were red and his head was colored dark green and looked very similar to the creature from the movie "Predator". Completed with teeth around his mouth, sharp teeth in his mouth, and an angular headplate.

The spittlebug shouted, "Retrax—TERRORIZE!" The bug transformed into a male humanoid robot that was around Tigertron's height and colored green, neon yellow, a dark translucent green and some white. He seemed a little thin compared to the others, but seemed able to take a beating. A piece of the spittlebug's armor plating acted as the robot's chestplate. The rest of the spittlebug's body was mounted on his back and shoulders; it was almost as if the whole beast form was made into a body shield. On the right side, two claws were there where the head was and on the right side, a single tail claw was presented. His feet were one big claw up front and one claw in the back of his heel. His head was something terrifying; it was white but a neon yellow faceplate was present, and on top of the head were two black horns. His eyes were black and yellow, but his mouth looked like a black respirator.

After they all transformed the leader, who was now recognized as Insecticon, asked Drillbit, "Are we all charged up for the big farm raid?" Drillbit checked his onboard computer on his drill weapon. The computer gave a green light, and he answered, "We're ready for the trip now, Insecticon." Then Jetstorm stepped up and shouted, "To the Farm! And more food!" Insecticon, Drillbit, and Jetstorm activated their flight modes, which consisted of their insect wings. Retrax hopped on Jetstorm while Powerpinch jumped on to Insecticon and shouted, "ONWARD!" And then they took off into the sky, and were off to the farm and unexpected intruders.

A few miles away, Air-Razor was flying overhead on reconnaissance; Rhinox had clued in that there was a huge Energon deposit somewhere in that area, but was not seeable. She then saw three objects flying off from what looked like a polluted area. She zoomed in and saw five robots with what appeared to have insect Beast Modes. She said to herself, "New Maximals making the scene?" She then decided, "Better call the base back."

* * *

**The Axelon

* * *

**

Rhinox and Razorbeast had comlink duties today so they were the ones to do it. On Razorbeast's side, he got the transmission. He activated it and asked, "Hello 'Eye in the Sky', this is Pumbaa speaking. So what's up?" He heard Air-Razor giggle at that and she told him the whole story. A few minutes later, he told Optimus and the others. Optimus scratched his chin and asked, "She saw five robots with insect Beast Modes?" He thought about it and probably guessed that they may have been Maximals with insect modes for some odd reason.

But he heard they were headed for the farm; and he also knew that if they were spotted it would mean that they would be spotted by more than just one human. He asked Rhinox, "Aside from Air-Razor who else is out on patrol outside?" He answered, "Well Cheetor, Foxfire, and JackFoot are keeping an eye on the kids while they're on their field trip. And Wolffang's on patrol in the woods." "Alright, contact Air-Razor and Wolffang and tell them to rendezvous with Cheetor and the others." He replied. He then turned to Bonecrusher, "Bonecrusher, and head to the location that Air-Razor gave to where the new bots were headed. We'll meet you there."

The big Maximal went to the elevator and said, "Don't worry there, Partner. The Bonecrusher extermination squad is on the move." Optimus turned to Rhinox and Dinobot, "Get everyone ready for a battle unit. I have a feeling that we won't be the only ones going after them." They nodded and began to assemble the squad. And sure enough he was right about someone else finding out about this.

Outside, Shadow-Panther, in Beast Mode, was on top of where the hole was in the mountain that Waspinator and Terrorsaur had made. It was directly over the base, and then she saw Bonecrusher, in Beast Mode, running off to wherever he was headed. She smirked as she caught on the whole conversation by hacking into the laser pulse transmission. "Megatron's gonna love hearing about this." She transformed to Robot Mode and made the call.

* * *

**Predacon Base

* * *

**

Megatron was brooding over on his command chair; he was thinking back on the events that had led him to this. During their battles they've had no success of locating the Key, or have claim enough troops for a whole army. Sure they had gotten lucky with Manterror, Iguanus, Spittor, and Shadow-Panther; but it wasn't enough. He needed more and now.

Suddenly, Waspinator flew into the room, in Beast Mode, and was in a hurry. He stopped in front of Megatron and shouted, "Megatron, Zadow-Panther haz reported back!" He grunted, "And what pray tell would spark my interest, Waspinator? Yess." Waspinator, now terrified that he was going to get scrapped if it wasn't good information, told him everything what Shadow-Panther told on her investigation.

After the report, Megatron was curious about this. "Giant insects?" He then paused for a moment to think about this. He smiled manically, "This might be of some us after all." He turned to Waspinator, "Send for Spittor and Terrorsaur, and tell Shadow-Panther to rendezvous with us at the coordinates that the giant bugs were spotted in last." Waspinator flew off to assemble the team as instructed, as Megatron shifted in his chair and snickered, "This is an excellent opportunity. Yess."

* * *

**Sewage** **Swamp

* * *

**

After they arrived in the location, they found Shadow-Panther in Beast Mode and waiting for them. Megatron, who was in Beast Mode, stopped in front of her. She said, "This is where the bird said she spotted them flying out from." She then motioned them to follow her; she was going in deeper to the swamp's forest. Megatron and the others followed as they walked or flew through the mucky swamp waters. Their journey came to an end as they saw Shadow-Panther stopped on an island in the swamp.

As they stopped they saw what she wanted them to see, "When I went out here to investigate, I found this." It was a cocoon shaped structure covered in moss and plants. Terrorsaur questioned, "You brought us all the way here to look at a bug home?" Megatron saw what Shadow-Panther was trying to show them as he transformed and walked towards it. He said quite smugly, "Not so, Terrorsaur. Noo." He stopped near it and tore off the plants, and to everyone's surprise, they saw machinery. But not any machinery, stasis pod technology. He explained, "They're stasis pods. They must have crashed here when the Maximal's ship as well as our own, crashed here four million years ago. Yess."

But then he got a good look at an insignia on it; he smiled as he realized what this was. He chuckled, "It also seems that the pods were prison stamped. Obviously the Maximals brought them aboard for community service duties." Then Terrorsaur got it, "Then that means they weren't Maximal protoforms in there, they were Predacons like us."

Megatron smiled evilly as he looked on, "And that means we'll have five new Predacons to add to our merry band. Yess."

* * *

**Antigo** **Farm Center

* * *

**

The school bus had stopped in fifteen minutes ago, and all the students had been checked out and were given permission to go in. Mr. Daniels, the professor of Biology class, was a black American with short hair and a little grey on some parts, wore glasses and had on regular clothes that a teacher would wear; plain and boring. He turned around to check that all the students were there; he head counted and saw that everyone was present. He then spoke out, "Alright everyone, on this trip we're going to learn about the economy of agriculture of crops and of plantations." He then pulled out a list and spoke out again, "I'll be splitting you all up into groups by name." He then began to speak out the list of the following…

Seyvont; Gerehert

Watson; Anderson

Weldon; Patkins

The list went on until everyone was paired up with someone else. After that the students were assigned to the task of taking notes on a particular subject of the farm. Justin and Aelita decided to check out the field working on the corn crops, while Toni and Alex checked out the produce of tomatoes and celery. The two teams went their separate ways to get their notes, but Justin and Aelita were unaware that they were being followed by the bullies that Justin and Aelita stood against from.

**The Produce Center**

Toni and Alex had gotten in and had seen rows and rows of Tomato plantations. It was like a garden of food produce that was lined up, and Alex began to take notes while Toni pulled out her digital camera to take a few photos. Alex watched her do it and asked, "Why the photos? Mr. Daniels said only take notes." Toni stopped for a moment and answered, "Visual kind of helps as well, Alex." He began to understand that and suddenly, a familiar voice came up. "I have to agree with you there, Toots."

Toni stopped for a moment, and Alex looked a little pale. He recognized that voice and sweat dropped as Toni looked at him questionably, "Did you just call me 'Toots'? And did you speak in a female voice?" Alex decided to go with it considering he didn't want her to know about JackFoot just yet. "Uh, yeah. You see I've been tryin' to do some impressions and I think I've pinned down the fourteen year old voice pretty good." She gave him a questionable look for a moment and just shook her head. She simply said, "Okay, um, good impression by the way."

Alex just sweat dropped in relief, only to hear JackFoot giggle a bit. He knew this was going to be a long day now.

* * *

**The Crops

* * *

**

The crops were being worked on by several workers and machines as Justin and Aelita looked onward. Aelita watched in wonder at the many people working and Justin stopped to watch her. He remembered back on the date that she was about to kiss him, but he remembered that he didn't try to stop her at all. He was about to think on it further until he heard a whisper in the tree that they were close to. He walked up further and looked up, and to his surprise he found Cheetor and Foxfire, in Beast Mode, and watching them.

Justin smiled to see his friends up and asked, "How you guys doing?" Cheetor answered, "Can't complain, just making sure you cats are unharmed is our job, here." Foxfire stepped up a bit and said, "Oh, Justin. Thank you and Aelita for the 'Hello Kitty' doll." Justin just had to smile at that. "No problem, Foxfire. I just thought you might like something for your room." She giggled for a moment as did Cheetor chuckle. Suddenly, Justin heard Aelita scream for a moment, and Justin was on the move to investigate. Cheetor and Foxfire heard it too, and before Cheetor could do something, Foxfire stopped him. She said, "I will go after them; they will not become suspicious if they see a fox." Cheetor was about to disagree, but he reluctantly agreed. She nudged her head to his playfully and said, "Do not worry, I will be alright." She jumped out of the tree and ran after Justin. Cheetor just whispered, "Doesn't mean I can't worry."

**Outside the Farm**

At the same time, the insect Predacons were flying in and caught sight of the farming center. Insecticon licked his mandible-filled mouth; he looked to the others and shouted, "Predacons—TRANSFORM AND ATTACK!" They went into their beast Modes and began to ascend to the fields below.

* * *

**Back at the Farm

* * *

**

Justin had run to where Aelita screamed at and found that she was being grabbed by Josh and his buddy Brad was watching it. He couldn't believe that Josh was still dead sent on making Aelita his girlfriend, even by force. He saw that he was trying to force a kiss on her, and that really got him mad as he ran forward with his fist at the ready. He shouted, "Hey, get your hands off her!" but before he could even reach her, Brad grabbed him from behind and got him in a hold. He smirked and said, "No flashy heroics this time, Seyvont. This time, Josh gets the last fist in." Josh stopped what he was doing and pushed Aelita on the ground and left her there.

He turned his direction towards Justin as he cracked his knuckles, "You know, Seyvont. Out of all the little pimples I've ever popped…you are the most disgusting I've ever had trouble popping." He then through a tremendous punch into his gut; Justin grunted as he did. He then continued on and on until he told Brad to let go of him, and he fell onto the ground. Aelita couldn't bear watching this; so she got up and yelled, "STOP IT!" Josh stopped for a moment to turn around to her and ask, "Will you be my girl if I stop?" Before she was about to object Justin jumped on him and grabbed him by a chokehold. Josh tried to shake him off and Brad was on his way to grab him off, but unfortunately he became busy as Foxfire, who was still in Beast Mode, bit him by the leg. It was a pretty strange brawl; luckily it was broken up when someone shouted, "A PLAGUE OF INSECT MONSTERS ARE COMING FROM THE SKY!"

The Five Predacons flew in and landed in the field, devouring everything that was in the field, except for the humans who just ran away screaming. Josh and Brad didn't know about what was going on, but when they saw the giant bugs, they had never been more scared then ever right now. Brad was able to kick off Foxfire, and Josh was able to get Justin off and they both ran away yelling for help. Justin was helped up by aelita who asked, "Are you okay, Justin?" He turned his head away from her and Foxfire and spat a little blood out. Aelita saw that and declared, "Justin, your hurt!" Justin said, "Don't worry, that always happens. I'm lucky they didn't break my arm." Aelita was about to cry for a moment, but noticed the bugs and said to Foxfire, "I think you should transform now."

She shook her head in agreement, and when no one else was around and looking, she transformed into robot mode and radioed for Cheetor and JackFoot. "Cheetor, JackFoot. Predacons have entered the area and pose a threat. Code R. Repeat Code R!" She waited for a reply, but instead of audio, Cheetor just ran towards her and the others and transformed. He pulled out his Quasar Cannon and got ready for battle. He smiled at her and said, "Mrowl! Finally some Ultra-Gear action; Lets shred us some Preds!" She just had to smile when he got like this; in this, she saw him as an eager young child who just loved to play around. But at the same time, a warrior yearning for the battlefield, just like Dinobot.

They turned to the teens and Foxfire suggested, "You two should find a place to take refuge in; we cannot protect you if there are more than three enemies on the battlefield." Justin had to agree to that as he grabbed Aelita's hand and they both hightailed out of there as fast as they could.

* * *

**The Produce Center

* * *

**

Toni and Alex continued to take notes and photos, until they heard the people and workers outside screaming about giant bugs. Alex knew what that meant: Predacons. He turned to face Toni for a moment, "Uh, Toni. I just remembered I think I left something at the bus." He ran for the door even as Toni tried to protest against it. He turned around and said, "Just stay there, okay? And if you see anything that's out of the ordinary, you hightail it back to the bus." She was about to protest at first, but found he was long gone. She cursed under her breath, "you stupid…"

After he gave himself some distance from Toni, he looked behind him to make sure no one was following him, until he turned around and came face to face with Wolffang in Robot Mode. He nearly yelped for a moment, until he gave himself a little breather. He said, "Oh, it's just you Wolffang. I guess you heard about the giant bugs, eh?" He nodded, "Air-Razor spotted them coming in from another part of the forest near here, Amigo." Suddenly JackFoot popped out and shouted as she got out of the bag and transformed, "You mean they were somewhere in our territory and we didn't even know about it? Talk about slip-ups." Alex then said, "You guys got a plan?" Wolffang answered, "Air-Razor and Bonecrusher are on their way here while Optimus and the rest are on their way here."

JackFoot and Wolffang ran towards the field from where they heard the disturbances and learned that Cheetor and Foxfire were at the Crop fields awaiting for backup. Alex ran back to the Produce center to find Toni, but when he got there, she was gone. He then said to himself, "I've got a bad feeling about this."

* * *

**Twenty Miles from the Farm

* * *

**

Optimus and the other Maximals were running towards the farm while being very discreet about not getting themselves noticed. Optimus said to the others, "According to Air-Razor, we should be nearing the Farming complex…" But before he could finish, he saw a couple of road workers working on a few down power lines nearby. He ordered the others to stop, and they all did to see the problem they had. Rhinox was the one to ask, "Now how will we get there in time?" Tigertron looked around and saw a narrow canyon path leading away from the workers. "Hasn't anyone here ever heard of a shortcut?", he said as he showed them the way.

They all followed the white tiger as they went in further down the path. Razorbeast asked, "Are you sure this'll get us there faster." Snarl asked, "Yeah, Mate. Since when do you know about this pathway?" Tigertron answered without turning around or stopping, "I have search instincts of that of a Proton-powered pathfinder." They then had to stop as they saw there was a wall in front of them; they all transformed into Robot Mode and Dinobot was the one to ask unimpressed, "Proton-powered pathfinder, eh?" Tigertron looked around to find a new way there, until he spotted a cave entrance.

He smiled and ran up to it. "Of course, if we can't go around the workers, we can always go under them." Optimus didn't have time to argue and gave the okay to go in as they all ran in the cave to get to the farm.

* * *

**Back at the Farm

* * *

**

The workers were still running away from the bugs, as one worker shouted while abandoning his tractor, "I KNEW WE SHOULD HAVE SPRAYED THE CROPS!" Retrax balled up and charged at the tractor, shouting, "Fool! There's no spray to prevent this bed bug!" He ran straight through the tractor, blowing it up. He laughed but stopped once Insecticon shouted, "Restrain yourself, Retrax! We're here to eat, not play!" He then spotted Foxfire and Cheetor, accompanied with Wolffang and JackFoot. Drillbit shouted, "Maximals!"

They then turned around when they heard a booming sound; they saw Bonecrusher and Air-Razor coming from the other side. Insecticon gave the word to transform and pulled out a laser powered crossbow, "Let's give our Maximal visitors a fatal welcome." They open fired on both sides and let out a huge barrage of fire power; the Maximals dodged from both land and air as they ran to each other to regroup. The Maximals, now together, realized they were going to be in a tight pickle, but now they realized they may have out gunned and outmaneuver these new Predacons, but they were about to realize soon that they were going to be outsmarted.

* * *

**Next Chapter: A Plague of Insects part 2**

**What will happen when Megatron allies the newest Predacons? Will Optimus and the Others get there in time? Find out in the Next Chapter/ **


	23. A Plague of Insects pt2

Sorry for the delay, but I had to study for Final Exams, and boy did I have to study. Plus, I was suffering writer's block, and thought I needed a break.

* * *

**Beast Wars**

* * *

**Chapter 22: A Plague of Insects part 2

* * *

****The Crops**

The six Maximals had made it to the fields to where the Predacons had made their lunch at. Insecticon pulled out a laser crossbow, Drillbit pointed his drill arm while the weevil's mouth points glowed like they were about to fire lasers, Retrax lifted his but halves and out popped the spittlebug's legs, as did Powerpinch with his earwig's legs. Jetstorm had two missile launchers pop up from behind his back and had them aimed at Air-Razor. As soon as the Maximals were in range, Insecticon gave the order, "Let's give our visitors a fatal welcome." And with that, they unleashed a huge bombardment of firepower.

Air-Razor saw the outcome and dodged some of the firepower the new Predacons unleashed at her. Everyone else on the ground were scattered by the unsuspected onslaught. Foxfire, Cheetor and JackFoot ran and dodged together while trying to get in close, but to no success, Wolffang brought up his shield to rendezvous with the others, and Bonecrusher just took the punishment; obviously he just wanted to take it. Air-Razor wasn't as lucky as Jetstorm took to the air and got in a good range position and hit her with accuracy. She fell down to the ground as JackFoot looked in terror; luckily, Bonecrusher caught her before she hit the ground. She said to him, "Thanks for the catch." "Hey, it ain't no trouble, little lady." He set her down on the ground as they took cover from the firepower. Cheetor commented, "Mrow! Talk about tough bugs. Luckily they've got to run out of ammo some time." Air-Razor agreed with him, "They hit hard, but those bed bugs aren't anything special."

Bonecrusher brought in his ten cents, "Yeah Partners, we've got'em outgunned and out numbered." And to their surprise, Powerpinch, who heard them, commented, "But not outsmarted!" Insecticon agreed, "Exactly!" He then looked at Jetstorm who was still in the air, and gave him a signal. He brought out two more missiles and fired it at a couple of abandoned tractors. The impact blew them up to pieces, which puzzled the Maximals. JackFoot probably guessed that the dragonfly was a terrible shot and shouted, "You missed, you overgrown fly on the wall." Insecticon shouted back, "You weren't the target, but either way, it will spell your doom out, squirt." His then brought up his hands as they began to glow an eerie purple; he then brought them together and fired tremendous bolts of energy at the pieces of metal.

The energy touched the fragments as they glowed, and to everyone's surprise, they grew and took shape. The fragments became bodies and took the form of Insecticon; only they were much uglier and more vicious looking. Foxfire was the first to point out what was happening, "That Predacon, he must have an electronic cloner built into his structure." Cheetor questioned, "But I thought that kind of technology was ancient history?" Air-Razor commented, "Guess the Predacons like to collect ancient historical weapons." However, Wolffang wasn't fazed at all, "Ah, don't worry seniors and senioritas, they're probably just optical illusions."

"Oh, really? FIRE!" Insecticon shouted to the clones, and they open fired at the Maximals. They ducked for cover, but unfortunately, Bonecrusher didn't have time as the blasts hit him directly. He was blown flat on his back as the shots detonated; JackFoot ran up to him to try and help him up. Bonecrusher shot Wolffang a look and asked sarcastically, "Y'all still think they're optical illusions, Wolffang?" Everyone heard a drill sounding off and Air-Razor saw Drillbit and the others coming in closer. He shouted, "This is no illusion, Maximals. Destroy them now!"

The Predacons unleashed a huge bombardment of firepower along with the clones, hoping to hit a few Maximals with it. Everyone dodged and fired back as possible; Cheetor asked Air-Razor, "You sure Big Bot knows where we are?" she answered, "Positive. I don't understand what's keeping them."

* * *

**Back in the Cave**

* * *

Tigertron, Snarl, and Dinobot were digging deeper in the cavern tunnel that they took while the others followed from behind. The path that they were taking would ensure that the humans wouldn't see them, but it was taking time. Snarl wiped his brow as he took a little breather, "Man, tunnelin' unda those workers's takin' longa' than you said, Tigertron." Rattrap, who was digging as well, shot back, "Cats 'n deir shortcuts." Dinobot shot back, "Well, I thought he was being considerate to you, considering vermin like yourself scurry around in tunnels." Rattrap growled and said, "Well it's bettah dan' watchin' your tail from behind."

Tigertron and Snarl just shook their heads in disgust at the argument as Tigertron explained, "I still think this is the best way, you'll see." With that, they continued to dig, and quickly for they didn't know if they were too late for the others.

* * *

**Back at the Battle**

* * *

The Predacons had been pounding the Maximals with all their firepower, but Cheetor and the others weren't going to go down that easily as they hid in the fields. The five Predacons looked around and fanned out to find them, but to no avail; even in the sky, Jetstorm couldn't locate them. Retrax shouted, "The cowards are hiding from us!" Insecticon smiled; "Well if that's the case…" he turned to Powerpinch, "Powerpinch! Launch a shrapnel grenade, now!" "Okay!", he replied all too excited. He arched his back forward a little, and a compartment opened out of his back as a tube pulled out. It then fired a spherical shape into the air, until it was over the field.

It then blew up, and in the process, several tiny sharp bits of metal came flying everywhere. They shredded anything they came into contact to. The Maximals saw this and began to almost scatter until Wolffang shouted, "Everyone, get behind me, quick!" Everyone did so as he pulled out his shield. Cheetor saw this and pointed out, "I hate to break it to you, but that shield isn't big enough for everyone here!" Wolffang just smiled as he pushed a button on the handle of the shield. As the shards fell toward them, they impacted on what appeared to be an energy shield. The Maximals were amazed as Wolffang turned to face them, and winked at Foxfire, "this shield also comes with a repulsor field." Cheetor just growled at the pass that he made at Foxfire; for some reason he just felt really irked. JackFoot just smiled at this scene, but then noticed something blinking from their left.

The Predacons were not pleased that the shrapnel grenade didn't work, so Insecticon shouted, "DESTROY THEM NOW!" They were about to charge forward until they heard a huge roar. Everyone turned to their right as they saw Megatron and the others, transforming to Robot Mode and walk towards Insecticon and his gang. Cheetor gulped as he saw Megatron and the others come in, especially with Shadow-Panther in there too. He groaned, "Great, as if things couldn't get any worse." Air-Razor tried to fly, but to no such luck, "I still can't fly, that shot from Jetstorm messed up my wings and flying mechanism." JackFoot pointed out, "Well look on the bright side, at least they didn't bring that pyro-maniac Inferno along."

Megatron was the first to walk up to the five unknown Predacons; they were about to open fire until Insecticon gave them a signal to lower their weapons and they did so as he walked up to Megatron. He spoke clear and to the point, "I don't know you….and yet I feel a kinship of some sort." Megatron grinned at this; Terrorsaur was right, these were Predacons. He answered, "Why it's because Predacon Science generated us as it did you, my good comrade. Yess." Insecticon asked, "Who are you?" Megatron simply replied in an arrogant tone, "I am Megatron, captain of the Predacon Battle cruiser, INFERNO, and Leader of the Predacon battle fleet…of Earth."

The five new Predacons smiled as they saw opportunity to join a higher ranking. Insecticon smiled as he said, "in that case, Leader, it would me my honor to ask you to help us get rid of these animated scrap piles." Megatron turned around, along with Shadow-Panther, Spittor, and Terrorsaur, and saw the Maximals, visible and perfect targets. All the Predacons, including the Insecticon clones, got their weapons out and aimed at them; Megatron grinned evilly and said, "With pleasure. Yess."

* * *

**Back in the Cave**

* * *

Tigertron and Snarl were nearly there with the digging, but growing more exhausted as they kept at it. Optimus, Grizzly-1, and Rhinox stepped up as Optimus suggested, "You two take a breather, Grizzly'll take a whack at it now." Tigertron and Snarl backed away while Tigertron answered, "We're not really that tired, Optimus, but…" "…if you insist, Mate." Optimus stepped back a bit to allow Grizzly-1 to get through; he looked up to him and said, "It's all yours, big guy." "Alright everyone, stand back!", the Maximal said as he stepped back a bit. And then he charged at full strength at the final wall; as he made contact to it, the wall shattered like glass as they saw light coming from the opening.

All the Maximals came out running out as they saw Megatron and new and old Predacons fighting Cheetor and the others. Razorbeast shouted to Rhinox, "Rhinox! Go long!" Rhinox understood that as he picked the small razorback Maximal and threw him straight at Megatron. He kicked Megatron in the face as he tried to strangle him with his legs around his neck in a chokehold. Meanwhile, Optimus and the others regrouped with the group of six that had gotten there first. Cheetor shouted in glee, "Boy are we ever glad to see you, Big Bot!"

Razorbeast was about to get ready to put Megatron in stasis lock, but the mighty Predacon pulled him off and threw him towards the Maximals. Luckily, Bonecrusher caught him and said, "Easy there, Partner. That ain't no way to travel, lil' buddy." He set the small Maximal down as he said, "Yeah, next time I'll call a cab." As Optimus saw that everyone was present, he ordered, "Maximals, open fire!" They all took out their weapons and open fired on the Predacons. Megatron knew that right now, they were at a tactical disadvantage, so he ordered, "All Predacons, convert to Beast Mode and head back to the swamps!" They did so and took off while they were still being shot at.

* * *

**A Few Minutes Later

* * *

**

Justin, Aelita, and Alex had rendezvoused with the Maximals as Justin and Razorbeast got on to fixing both Bonecrusher and Air-Razor. Justin was now finally putting the finishing touch on his repairs on Air-Razor. He closed the compartment on her back and said, "All finished; your flight mechanism should be good as new." She sat back up and said as she turned around, "Alright then, I'll look out for the Predacons on sky-side." She transformed to Beast Mode and flew up, but heard Optimus shout out, "Be careful, Air-Razor, just remember aside form me, we can't help you on the ground!"

Meanwhile, Megatron and his Predacons had reached to the forest and were on their way to Sewage Swamp. Suddenly, Terrorsaur stopped for a moment and looked behind him. "A Maximal flyer's headed here." Megatron turned and ordered, "Very well then. Terrorsaur, Jestorm, Waspinator. See to it that the flyer experiences turbulence." They flew off to meet their target while the other Predacons made their way to the sewage treatment plant.

* * *

**Back with the Maximals

* * *

**

Optimus and the others had to hoof it to get to Air-Razor for back up. Justin and Alex were riding on Rhinox; Optimus reluctantly decided to bring them along, seeing as they were the only ones who knew where the plant they talked about was. Aelita stayed behind to try to make sure that suspicion was not around the teacher of the boy's absence. She was about to object to being left behind but Justin convinced her that it was for the best. Along the way, Justin asked about the new Predacons.

"Optimus, who were those guys? From the way they acted, they've done something like this before, and not around here either." Optimus sighed as he guessed that he'd have to answer that question, "They were Predacons like Megatron, but they're criminals on Cybertron. They were assigned to work with us as punishment for the crimes of destruction of property, and arson." Alex figured that out, "Oh, I get it, your version of community service, right?" Optimus nodded as Rattrap spoke out his mind, "I tried ta' tell ya', havin' Preds on ya ship is bad news, 'specially if 'dey get away."

"Shut up, Rattrap." Optimus said as they continued to catch up to Air-Razor.

Meanwhile, Air-Razor was on her way to the last place she saw Insecticon and his buddies flew from before they left for the farm. She was flying towards it, when all of a sudden; Jetstorm suddenly appeared on top and clamped himself on her. She grunted from his claws almost sinking into her as she groaned, "Get off me, Bug Brain!" Jetstorm just chuckled, "What's wrong? Ya don't like hitchhikers!" He then bit into her back with his mandibles and she screamed in pain from it. Waspinator and Terrorsaur just watched from a little distance. Waspinator buzzed, "Not fair, new guy getz zhot at target."

Just then on the ground, the Maximals had finally caught up to her, and Razorbeast was the first to take notice of the trouble in the air. "Optimus!" "I see it!" He transformed and went to flight mode and flew up to the action. Terrorsaur and Waspinator saw him coming and transformed and flew in to take care of the problem flying in. Optimus was about to fly in to help but was punched back by the two flyers. Terrorsaur chuckled, "don't spoil the moment Optimus; they're just getting to know one another." Optimus grunted as he kicked Terrorsaur off as he flew around in circles.

JackFoot saw the whole thing as she was running side with Wolffang and Grizzly-1; she transformed and jumped on grizzly-1's back. She said to the bear, "Toss me up, Yogi!" He transformed and held on to the rabbit girl like a ball. "HERE WE GO!" He shouted as he threw her with tremendous force into the air, straight at Waspinator. She landed straight on his back as she grabbed his antennas, causing him to go buzzing around in all sort of directions. Waspinator was whining, "Wazpinator cannot fly straight; going to crash!" She aimed him in the direction to where Air-Razor was battling Jetstorm, and slammed Waspinator into Jetstorm, causing them to fall towards the ground. JackFoot jumped off the bug and landed on Air-Razor's back when she went into Beast Mode. Air-Razor commented, "Nice going, Cottontail." "Anytime, Bird-Lady."

The three Predacons were able to balance themselves and decided to fly away before any more Maximals decided to jump up and help. Bonecrusher shouted, "Let's go after 'em, dem varmints; 'dere gettin' away!" He then powered on through as Rattrap jumped on his back yelling, "Yeeehaa!" Optimus shouted from the sky to the others, "Follow Bonecrusher, the rest of us will catch up to you in the air!"

They did so and power-ran to catch up to Bonecrusher and Rattrap, who were now currently following the three fliers back to wherever it was they were going. Back with the Predacons, Terrorsaur complained, "this is just great; we're going back to Megatron with no Maximal head trophies." "Wazpinator not like this going back empty handed.", Waspinator whined. Jetstorm, however, just flew on but shouted back to them, "Don't worry. The Maximals are headed into our turf; we'll have the advantage." The two Predacons seemed to get an evil smirk at that information, and flew faster to get to their destination.

* * *

**Sewage Swamp**

* * *

Megatron and Shadow-Panther were waiting by the side of the abandoned sewage treatment plant while Spittor was in wait for the targets. Insecticon, Drillbit, Powerpinch, and Retrax were eating leftover garbage they left behind when they left. Shadow-Panther had to gag from it, "Ugh, do they have to do that in front of us?", she asked herself and Megatron. He patted her shoulder, "Now, now my dear. They're our new friends; we mustn't judge them by their habits. Noo." He then turned to look up at the sky as he heard a familiar squawk and saw Terrorsaur, Waspinator, and Jetstorm fly down towards them. They landed on the ground with Terrorsaur spreading the news, "Megatron. The Maximals are on their way here; we tried to stop them, but.."

Megatron stopped him from continuing and smirked, "Not to worry, our new friends' home gives us the advantage. This place has been polluted from so much human waste, it's a virtually a powder keg." He then walked near Insecticon and the others, "So when they reach here, they will be forced to fight without the use for firearms. And when they arrive, we shall be ready for them. Yess." He turned to Insecticon, "Are you and your men ready, Insecticon." Insecticon let loose an evil smirk as he said, "the Maximals won't know what hit them."

Just then they all heard the sound of a familiar whimpering rodent and the sound of hoof prints stomping in the water. Megatron turned to his Predacons and said, "Quickly, convert to Beast Mode and get into position." They did as they were all told by their mighty leader; they reverted to their beast modes and scattered in different directions. Bonecrusher and Rattrap were arriving on the scene, and Rattrap was complaining already, "Oh man, 'dis place smells worse dan Dinobutt's breath." Bonecrusher looked around and saw the perhaps once was once beautiful swamp turned into a sewage nightmare; the fact that some humans would do something like this got under his hood. But he turned his attention back to the task at hand and sniffed the area, "I can't smell them darn Preds anywhre', dis' dang swamp's cloggin' up my nose."

Just then, Spittor jumped out of the water right in front of them, taking them by surprise as he cackled, "if ya nose is clogged, den let me clear em up, yo!" He shot out his tongue at Bonecrusher and when the tip of it made contact to his face, he was surging with electricity, until he fell down on the swampy ground unconscious. Rattrap got up and transformed, "nobody does dat ta my pals n' gets away wit it!" He lunged for the frog as he transformed and they both duked it out until Megatron came out, along with the others with their weapons at the ready. Rattrap gulped as Spittor got up, "oh boy, I'm gonna die."

But before they could make a shot at the rat, Optimus came flying out of the air and tackled Megatron until they both skidded on the ground a few yards towards the sewage treatment plant. Everyone else just ran in, transformed and pummeled each other. Razorbeast was the one to spot Bonecrusher and ran straight to him; he examined a few things and opened a compartment in his chest and pulled out a few tools and began to get to work on the big bot. "Uh, I've got my work cut out for me.", he muttered as the fight continued on.

Meanwhile, Megatron and Optimus were duking it out back at the plant; Optimus got in a few good swings but Megatron made things a little harder with that T-Rex head hand of his. A few bite marks were present on Optimus as he continued to fight on, and when Megatron got a little closer, Optimus fired one of his wrist blasters at him. Megatron dodged the blast only to have it come in contact with one of the barrels; it blew up with a force that nearly pushed them off their feet. Optimus was in shock at the fact that they were standing on a potential powder keg, Megatron however smiled at this and saw the edge at work. "Well Primal, it seems that this time, I've got the edge. Yess." He shot at more barrels and they blew up as well; Optimus did his best to dodge and get out of there.

Outside the Maximals were still at it with the Predacons and didn't fire a single shot after they got the message from Optimus about the possibility of one shot causing an explosion. Justin and Alex got behind an abandon garbage truck and all they could do was watch. Powerpinch was duking it out with Snarl and JackFoot as he was trying to slice them in half with his pincer claws. Drillbit was fighting against Wolffang and Rhinox, and the drill was not making things easy for them. Dinobot faced against Retrax along side with Tigertron; the fact that he was rolling in his destructive ball form made things difficult for the two. Meanwhile, Insecticon was fighting against Grizzly-1 with his clones; they were outnumbering him completely as they started to dogpile on him. Up in the air Waspinator, Terrorsaur, and Jetstorm were dog fighting in the sky with Air-Razor.

Meanwhile, Cheetor and Foxfire were facing off against Shadow-Panther; both the Maximals tried to land a punch on her but to no avail. Shadow-panther was having fun fighting with these two; Cheetor because she was attracted to the yellow and blue bot, and Foxfire because she seemed to take enjoyment in aggravating the Pit out of her. When Foxfire missed a punch, she was kicked back by the Predacon, and then it was just her and Cheetor. Cheetor lunged at her, but she caught his arm and pulled him close to her, and gave him a big kiss right on the lips. He pulled back and asked out of shock, "what the spotted Heck are you doing!" She seductively smiled at him, "Aw come on, I thought I would lighten the mood between us, Sexy." Just then, she was tackled by Foxfire and she immediately started to pummel her in a fit of rage. Cheetor backed away as he saw the two girls go at each other like two cats fighting over a stuffed mouse filled with catnip. He muttered to himself, "Maybe I should stay out of this one and help someone else."

Just then Optimus was shot out of the plant's wall as he skids across the ground with Megatron following behind him. He stepped on Optimus, pinning him down to the ground as he pointed his weapon at him, "Farewell, Primal." Just then a shot hit the Predacon leader from behind his head; he turned around to see Cheetor with his quasar cannon pointed at him with the barrel of the gun smoking. Megatron turned around but still had Optimus pinned, "Another treacherous sneak attack. I do admire that, pussycat." He then shot him straight in the chest, causing him to get thrown to the ground. Foxfire and Shadow-Panther stopped their fighting long enough to see that and both shouted out simultaneously, "Cheetor!" They both looked at each other in surprise and forgot about Cheetor and continued to fight again.

Cheetor got up a little slow form the force of that blast, and saw someone walk past him. Megatron didn't see who it was as he was about to blast Optimus. "Now, Primal, this is the last fight for you in the Beast Wars." He was then forcefully turned around and was face-to-face with Bonecrusher, "Don't count on it, ya Snake in the Grass." He then punched Megatron with a tremendous force and threw him over his head, slamming him head first into the ground. Bonecrusher went to help up Optimus and said, "Sorry for the delay, Boss Bot." Optimus smiled and said, "No problem, now what say we double team?" They both cracked their knuckles as Megatron got up. They charged forward and slammed a double punch at Megatron's face as the blows pushed him back, causing the Predacon leader to get thrown into the swamp water and land on Spittor, as he was getting out of the swamp.

The Insecticon clones had piled up on Grizzly-1 and the maximal couldn't get up. One of the clones stuck his finger in his mouth, pulled it out, and brought it near to where his ear would be if he had ears. The clone said while struggling like the others to keep him down, "Wet-Willie, Maximal." That was the straw that broke the camel's back, as Grizzly-1 summoned a massive amount of strength that threw off the clones as they were scattered around the ground, and dissipated back into scrap metal. Insecticon got out his plasma crossbow, and was about to fire until Retrax, still in ball mode, was thrown at him, causing them to get thrown at Grizzly-1, who kicked them across into the swamp water. He turned to the ones, who threw Retrax, Dinobot and Tigertron, and gave the two a thumbs up, who then returned their own.

Powerpinch jabbed straight towards snarl until he suddenly vanished, and then turned his attention towards JackFoot, who muttered, "Thanks for ditching me, Snarl." Powerpinch chuckled as he arched his back and JackFoot knew what that meant, a shrapnel grenade. But before he launched it, he was suddenly shot in the back, and JackFoot saw snarl rematerialize right behind the earwig Predacon. She saw this as her chance and moonkicked Powerpinch straight up, and then kicked him aside into the truck that Justin and Alex were hiding behind. He slumped down unconscious, as JackFoot turned to snarl and said, "Nice to know you didn't chicken out there." He smirked as he said, "I'd nevah' abandon an ally, especially if they're a kid." She frowned at the kid remark as they went to regroup with Optimus and the others.

Rhinox and Wolffang were able to beat Drillbit by allowing him to burrow into Wolffang's shield, but that action nearly cost him his arm as the drill almost went halfway into it. But it was enough for the drill to get stuck into the shield, long enough for him to hold still and let Rhinox punch him a few times. Wolffang threw him back as the drill came out along with him, leaving a hold in his shield and arm. Rhinox asked, "How's the arm?" He shrugged and said, "Eet's not as bad as it looks."

Air-razor was doing better as both Terrorsaur and Waspinator were taken out easily. She had clipped off Waspinator's wings and sent him falling down to the ground, and she turned Terrorsaur into a pincushion with all the arrows she had shot into him. That only left Jetstorm as he flew there with his missiles at the ready. They were about to finish it off until they both heard thunder, and they looked up, as did everyone else. They saw a thunder cloud over their heads that blackened the sky, but Jetstorm shouted in glee, "alright! They day is won!"

Megatron, who regrouped with all the other Predacons asked in annoyance, "What is that helium-filled dragonfly talking about?" Retrax answered, "He's talking about the end of the Maximals now that our secret weapon is here." Insecticon flew in the air as he gave him the signal to fire; Jetstorm did so, but fired the missiles into the clouds where they blew up, causing the storm to get even more dangerous. Megatron just said, "Our enemy is on the ground, not in the sky." Insecticon shouted, "Patience, Megatron. Patience." Suddenly, a bolt of lightning shot out of the cloud and hit Insecticon, charging him up. He then hovered in the sky, glowing with electricity. He cackled, "Here Maximals, taste my power!" He then shot out his hands and out of them came a tremendous force of lightning, hitting Rhinox, Bonecrusher, and Grizzly-1 as it pushed them back on the ground. Rhinox groaned, "Tastes terrible." He then shot lightning everywhere, causing the Maximals to scatter.

Cheetor ran with Foxfire to hide behind the truck to where Justin and Alex were hiding behind. Cheetor spoke out, "That beetle's missing on purpose so he can get us all one-by-one." Foxfire agreed, but she was still a little miffed at Cheetor for that kiss between him and shadow-panther. But she let it slide for now, but after this, he was going to have to answer for it. Alex said, "We've got to find a way to get past the lightning." Justin looked behind him and saw the answer, the truck.

He turned to the others as he went to the door of the driver's side, "I've got an idea." He struggled to get it open. Alex stepped up and pulled out a pick of some kind; he started to pick at the lock and the door opened. He turned to everyone and quirked, "Ain't you guys glad you've got a black man for a friend?" Justin and the others smirked at that as the boys jumped in, but before they did anything else, Cheetor asked, "Do you know what you're doing?" "We've driven the Crawler before; it should be the same basic principle of that." He then told Cheetor and Foxfire to get in the back of the truck; as long as they were in the vehicle, they should be well protected. Justin pulled out two wires form the steering wheel and brought them together causing them to spark. And with that, it caused the engines to come to life; Alex asked, "Where'd you learn to do that?" He turned to his best friend as he started the truck up, "I watched Reindeer Games with my sister when I turned 14; Ben Affleck did a pretty good job at acting as a car jacker."

He then reached for the gas and charged the truck forward to the Maximals. Rhinox was the first to notice the truck heading for them, but also noticed that Justin and Alex were in the seats of the truck, and that Justin was driving. "What the slag are those two doing?" Optimus saw it and shouted to the truck, "Justin! Alex! Get out of there; you'll be destroyed!" Insecticon heard the shouting and saw the truck; he cackled, "So the humans decide to mount a rescue for the Maximals." His hands charged up along with his insect legs, "I don't think so." He then shot a tremendous bolt of energy at the garbage truck, but for some odd reason, when the electricity hit the truck nothing happened. The Maximals were a little confused as Insecticon was as he was still in the air charging up for another attack.

The truck pulled over to the Maximals as Justin rolled down the window. JackFoot was the first to pop up and ask, "just one question…how?" Justin pointed to the tires, "the tires are made of rubber and rubber blocks off electricity." Then rattrap finished, "'Den 'dat means that bug can't blow us up if we're on 'dis baby." Justin nodded and by Optimus' orders, they all piled up in the truck. Optimus shouted, "Burn rubber!" Justin did so and pushed the accelerator to the max.

Megatron saw this and shouted, "Predacons! Derail that vehicle, NOW!" Some of the insect Predacons got in there to stop the truck, but unfortunately, the Maximals were already on it, as Optimus, Dinobot, and Rhinox got on top and started to fire around the truck to get the Predacons off. When Powerpinch and Retrax ran in front of the truck hoping to stop it, Justin piled right through and ran over them; JackFoot swore to herself that she heard a crunching sound.

And then the truck was reaching its final destination; the swamp to where Insecticon was hovering over. Insecticon saw this and electrified the water; the water was sparking, but the truck had made its destination, under the beetle Predacon. Megatron and the Predacons ran out to the water in order to stop the Maximals from whatever they had planned. Optimus then shouted, "Everyone, Open fire!" they all pointed their weapons upward and fired everything they had left at the beetle. Insecticon danced around in the air form all the firepower hitting him, and then finally, still charged, he fell into the water.

Unfortunately, Megatron and the Predacons were still in it and they all were fried to a crisp. The electrical discharge reached a few fuel barrels that sparked it a bit. Rattrap saw this and shouted, "Kid, move it!" Justin saw it and burned rubber trying to make good distance, and from behind them, the waste plant and the swamp engulfed in flame in a huge explosion. Bonecrusher shouted out loud in joy at the explosion, while Cheetor and Foxfire hugged each other with JackFoot in the middle complaining about being crushed. Air-Razor was following behind in the sky. Snarl commented to Optimus, "Looks like those wankers are all dust." Rhinox answered, "For now, but now they've got five new problems for us to worry about." Optimus just said reassuringly, "true, but when they do show up we'll all be ready for them." Everyone just cheered on as they went back to the Axelon on the newly acquired vehicle.

* * *

**Later on**

**At the Watson's Residence**

* * *

Toni was in her room and in her robe; she had taken off her soiled clothes and had let her hair down. It seemed that she had ran out of the Produce section of the Farming district and ran out somewhere near the field to find out what was going on. She didn't get a good look at what it was, but she took a few pictures and ran back to the bus as fast as she could.

After she got there she found Aelita there all alone and asked her where Justin and Alex were; she shrugged but said that they were alright. After she got home, she hooked her camera to the computer and started to upload the pictures a bit. She went to go take a shower to get all the dirt she had on. After a few minutes, she was out, in her robe, and saw that the pictures had finished.

And what she saw was perhaps as unreal as anything she ever saw from her hobby. She was looking at a picture of what appeared to be robots, wearing animal and bug skins on their bodies. She asked herself, "What the heck is going on around here?"

* * *

**Next Chapter: A Better Mousetrap**


	24. A Better Mousetrap

**Beast Wars**

* * *

**Chapter 23: A Better Mousetrap

* * *

**

After the bug incident, the Maximals had to make sure they'd be ready for an assault against the base. So Optimus put Rattrap, Rhinox, and Justin up to the task of creating a defense system that would not only strengthen the current shielding and auto guns of the Axelon, but also to install an impervious security system to keep the Preds out of the base.

* * *

**Three Weeks Later…**

**One Week Left before Spring Break…

* * *

**

In a cave under the Axelon, a few bots were working on a little project of their own. Waspinator, Jetstorm, Terrorsaur, Drillbit, and Blackarachnia, all in Beast Mode, were gathered together working on something near a cavern wall with Tarantulas' bug lights walking around the area and away from a few underground geysers. Waspinator and Jetstorm were shoving a device that resembled a gigantic tuning fork, into a small crack imbedded into the cavern wall.

"Wazpinator iz getting tired of thiz.", Waspinator buzzed as he and Jetstorm were still pushing the device into the crack, "Bomb fit hole! Zee?" Blackarachnia just groaned in frustration as she said, "it's not a bomb you bug. It's a sonic emitter, and when it goes off it'll blow a sweet little hole right under the Maximal base." Drillbit looked onward and checked his internal computer clock, "We're way behind schedule with this, and the emitter's not even in position." Terrorsaur squawked, "Then we just have to widen the tunnel more." Blackarachnia, fastidiously brushed dirt off herself, in a manner that called a fly cleaning itself. "So widen! I'm soiled enough already just being around you four."

Jetstorm stopped what he was doing and flew off, saying, "If I knew we were going to be digging, I would have let Iguanus volunteer for this instead of me." Waspinator stopped what he was doing and followed Jetstorm as well, "Zpider can dig her own holez." That left only Terrorsaur, Drillbit, and Blackarachnia; Terrorsaur transformed and got impatient, "Megatron said dig, so start digging!" he shouted at Blackarachnia. She sighed and transformed as well, "I'm the brains of this operation.." She whirled around to face him with her blaster pointed at his face, "…not the brawn."

Terrorsaur gasped at the situation, and yet he was grinding his gears and teeth. He almost looked ready to go for it but he didn't due to Drillbit transforming and walking towards the crack. "If you two want to slag each other, fine by me. In the meantime, I'll finish the job." He activated his drill arm and started to make the crack bigger. Terrorsaur chilled out a bit as Blackarachnia lowered her blaster down as she laughed maniacally.

* * *

**At the Antigo Mall**

* * *

Aelita and Toni were walking around doing what teenage girls do best; worshiping their credit cards and boy hunting. Ever since Toni had befriended the group, she would take Aelita shopping and that would make things easier for Rachel who would just drive them both here. Today they were looking for some new swimsuits; for a girl, you can never have too many swimsuits. Or that's what Aelita was told.

Toni looked around and saw that no one was looking at them, so she pulled Aelita over to a bench and they sat down for a break. Aelita looked at her for a moment and realized she didn't say much of anything ever since she invited her, "Toni, what seems to be the problem?" Toni looked around to be sure no one was listening or watching, and spoke to Aelita while she looked in her purse, "You remember the incident at the field trip?" Aelita nodded her head, "Well, I went out there to see what was going on and I found something interesting."

She pulled out what looked like a couple of printed out pictures and showed them to her. "That's what caused the disturbance out in the fields." Aelita was about to panic as she saw the photo's; it was Optimus, Cheetor, Foxfire, and the others battling against Megatron and the five new Predacons. She nervously asked, "Um, are you sure this is what caused the ruckus?" Toni got up in Aelita's face and grabbed her shoulders, shaking her around, "Of course this is what caused it! I saw it with my own eyes. Do you have any idea as to what this is?" Aelita nodded her head. Toni shot up with her fits cupping her heart and her head held high, "This is the scoop of the Century!" She sat back down and then asked, "By the way, I know that Alex is at Basketball practice today, but where's Justin?" Aelita shrugged at that and they both just went back to shopping, with Aelita just sweat dropping at the thought of telling the others about this.

* * *

**At the Axelon

* * *

**

Near the holo-Navigation table, Rhinox, Rattrap, Justin, and Optimus were watching a holographic version of Megatron getting pummeled by three types of security measures. The first measure was that the holo-Megatron was wrapped in electrical coils, "Tangler guns target intruders with plasteen coils." It was then shot at by blasts, crushed with tornado like cyclotron energy fields as Rhinox continued, "That gives the stun guns and cyclotron fields time to set up for the knock-out punch…" Rattrap stepped in as the holo-Megatron collapsed, "Beast or Bot, old Sentinel 'ere takes 'em down."

The Sentinel Program that Rhinox, Justin, and Rattrap were developing would soon be their newest defense for the base against the Predacons. They had been working on this project for nearly all of April, and by the fourth week, they were almost complete. It had to be the best system they had come up with; with all the gear they had in mind and the ideas that came from all three of those guys, Optimus was quite impressed. Justin sat back while grinning wildly, "You did say make the base impregnable." Optimus chuckled, "Well done. How long before Sentinel's fully operational?" Rhinox answered, "Well with the three of us working on it, I'd say three or four mega-cycles, depending on.."

Suddenly, the alarm goes off switching the screen on the holo-Navigation table to an outside exterior view of the mountainous area of their location. Cheetor zoomed in and shouted, "Big bot! There's two Preds makin' the scene in Sector Nineteen. Looks like Waspinator and Jetstorm." Optimus looked at the screen and pondered, "That's the third Predacon sighting in that area this month." He turned to Foxfire who was on communications duty, "Contact Tigertron and Wolffang; have them meet me at coordinates 4-5-8"

With that, he went to Beast Mode and was out the hatch while Foxfire made the call and the trio went back to work on Sentinel.

* * *

**The Outer Forest

* * *

**

The only wild part of Antigo still uninhabited by humans, it was the perfect place not for any abnormal activities to be seen. Especially a giant wasp and dragonfly flying in the sky and ranting on and on; okay maybe the wasp was ranting on and on, the dragonfly was just flying around trying to ignore the wasp. Waspinator was buzzing, "Wazpinator iz zick of taking orderz; Wazpinator iz greatezt of Predaconz. Wazpinator rulez." Unknown to the bugs, they were being watched from by Tigertron and Wolffang, still in Beast Mode and spying on them.

"Looks like Waspinator's been on a sugar binge."

The two looked behind them surprised, and thought it was one of the Predacons. Instead they saw Optimus Primal, in Beast Mode, and just looking up to see Waspinator and Jetstorm. Wolffang just sighed in relief that it was their leader, while Tigertron just turned around and just said, "Not many can sneak up on me like that." Optimus just chuckled and simply replied as he walked up to him, "ah, you can learn a lot from rattrap. If you can stand him." He looked upward with the others, and saw Waspinator still ranting while Jetstorm was just doing his best to ignore him. Optimus asked them, "So how long have they been doing that?" Tigertron growled, "Long enough to make my head spin." Wolffang then asked, "Shall we bring down the banditos now?" Optimus shook his head as he transformed to Robot Mode and got his prime jets at the ready, "No. Let me shake them up a little, see where they run; you follow me on the ground in case I lose them." They both nodded as he activated his jets and zoomed upward to the unsuspecting Predacon bugs.

Waspinator continued to rant as he circled around, "one day Megatron zee Wazpinator iz true leader of Predaconz. Then…" "Oh, will you shut up already!", Jetstorm shouted, now completely fed up with Waspinator's ranting. But before they could fight, something zoomed straight from below them, causing them to spin around. They steadied themselves only to come face to face to Optimus Primal, who was giving them a little wave out of humor, "Aren't you two dizzy enough already?" Waspinator gasped, "Optimus Primal!"

With that in mind, the two Predacons flew with tremendous speed past Optimus and headed straight for the mountains. Optimus zipped into flight stance and with a whoosh of jets, he was off in pursuit. On the ground, Tigertron and Wolffang ran parallel to their flight paths, leaping over fallen trees and rocks, as they followed.

* * *

**Back at the Axelon

* * *

**

Dinobot and JackFoot were viewing the computer simulation of Sentinel's operation. Rhinox and Justin hovered over their shoulders, like proud parents. Rattrap was nearby working on one of Sentinel's keyboards. JackFoot was impressed by the security system of theirs; she had to admit, Sentinel was perhaps a pretty cool piece of machinery. But it wasn't that impressive considering none of the traps she saw even tried to slag the Predacons. Dinobot, however, curled up a sneer, as the display ended. He snarled, "Tanglers, stun guns?" He then elbowed Rhinox out of his way as he faced Justin, who was actually in charge of traps and weaponry for Sentinel, "What sort of defense grid is this?" JackFoot then added, "I got to admit, for a defense program, it's pretty weak."

Justin defended, "okay I admit the tangler coils and stun guns are the first line of defense, but those are just level one weaponry. When the threat level goes up, Defcon Four takes in effect." JackFoot asked to herself, "Defcon four?" Rhinox then asked, "What's gumming your gears, Dinobot?" He then faced both the tech heads, "Those toys won't stop Predacons once they're in battle mode!" He then got into Justin's face one last time, "A word of advice, boy: Lethal threats demand lethal response." He then turned and started out to the main hall.

JackFoot padded Justin on the shoulder, "For what it's worth, I think you might need to make the traps a little more lethal." Rattrap quirked as he started down the main hall, "Dinbutt 'dere wouldn't know lethal if id bit 'em in da skidplate." That got her gears gumming; that rat could make names and make fun of her, but no one talked to Dinobot that way. She turned to the console he was working on and said to herself in a cocky tone, "Respond to this and see if you get bit in the skidplate, Limburger Breath." She typed in a command and suddenly, a tangler gun dropped down from a corner of the ceiling and fired. Rattrap saw it and ducked, and instead a plasteen coil wrapped around Dinobot. Dinobot growled in rage, trying to free himself from the coils but to no avail and he fell to the ground.

JackFoot was shocked at what she did, Rattrap looked on gleefully as he leaned on the holo-navigation desk, and Rhinox and Justin acted like they didn't even notice. But they did and were working on the console quickly to get something finished before they helped their comrade. Rattrap just smirked at JackFoot; he was a little aware of what she was trying to do, but rubbed it in. "Tanglers work pretty good on ol' Dinobutt 'dere." He faced her and said, "Maybe Preds ain't as lethal as 'dey think." Before JackFoot could snap back at him, they heard Dinobot going berserk as they saw him managing to up back up and shatter the plasteen coil up. His face was contorted in a look of murderous rage and fury as he shouted, "WHO DID THAT!"

Not wanting to get in trouble or for Dinobot to hate her, she immediately pointed at Rattrap and bluntly said, "He did it." Rattrap shouted, "What!" Dinobot didn't care right now for an explanation, as he ran towards rattrap with his sword out. Rattrap shouted, "Incoming!", as he pushed Justin and Rhinox out of the way, and JackFoot leapt as well. As they did, Dinobot plunged his blade into the Sentinel console; the panel shorted out and smashed Dinobot backwards on his butt with his head spinning. Then suddenly the alarm sounded, red lights bathed the room, and Sentinel spoke out in a menacing tone.

"WARNING. INTRUDER ALERT. SENTINEL ON-LINE. ACQUIRING TARGETS." The Holo-Navigation table displayed wire frames of Rhinox, Cheetor, Rattrap, Foxfire, JackFoot, Air-Razor, Bonecrusher, Snarl, Razorbeast, Grizzly-1, and Justin. Rhinox and Justin paled at the sight of this and realized one thing: Sentinel was activated and saw them as intruders. Rattrap, now worried, said, "Show's over, you two! Shut her down!" Rhinox looked helplessly at the smashed console while Justin shot back, "How! The console's junk now thanks to you, JackFoot, and Dinobot!"

Suddenly, every Maximal on board the base came into the main control room while Dinobot regained consciousness. Cheetor was the first to ask, "What's going on? We heard there were intruders." Rhinox answered while he was trying to get Sentinel back in control, but to no avail. "Sentinel thinks we're intruders. Help Dinobot, we've got to get out of here!" Just then, on top of the ceiling, stun blasters shifted out and was taking aim at everyone.

Rattrap asked, "w-what about the 'Friend or Foe' program?" Rhinox shot back, "That's what Justin and I were installing until you three pulled this stunt!" Rattrap and JackFoot, realizing what they had interrupted and the seriousness of the situation, only had one thing to say, "Oops" Sentinel then activated the defense grid, "DEFENSE GRID ARMED AND READY" Rhinox shouted to everyone, "Let's move!" as it began to bombard them with stun gun blasts. Everyone ducked and scrambled for the exit as quickly as they could.

Everyone scrambled for the exit, except for Rattrap and JackFoot, who was missing at the moment. Rattrap moved to an access panel and ripped it off, then transformed to Beast Mode as Sentinel opened fire. Stun blasts ripped through the room as Rhinox was peering from the main hall, as he asked his rat friend, "Rattrap, what are you doing!" Rattrap deflected a few of the blasts with the access panel, then called back, "We cant abandon the base. and since I help build this thing, I'm the one who's gotta turn it off." He then abandoned his shield and disappeared into the hole. He said to himself, "Cheez, I'm startin' ta sound like Optimus Pinhead." Rhinox looked after in dismay, and shouted, "Rattrap!" he ducked away as more blasts narrowly missed him, then took off with everyone else.

* * *

**Back Outside**

* * *

In the sky, in the mountainous terrain, Optimus was still chasing after Waspinator and Jetstorm, and it appeared that Optimus was catching up to them. Waspinator peered back toward his pursuer; he turned to face his flying partner and said, "Wazpinator and Jetztorm muzt warn otherz!" Jetstorm replied, "But first we need to get rid of the flying ape!" on the ground, near the base of the mountain, Tigertron and Wolffang were still following the flyers on the ground. Waspinator and Jetstorm suddenly banked sharply and winged down, and Optimus veered sharply to keep up.

Waspinator and Jetstorm suddenly flipped to their side and flew through a narrow opening between two close set peaks. Optimus appeared trying to follow, but smashed into one of the peaks and spinned out of control. Tigertron and Wolffang stopped and saw what happened as Tigertron shouted, "Optimus!" then they both raced up the mountain side. Optimus applied some of his jet thrusts to stop his spin and zoom back to the chase. But when he tried to find his targets, they were gone. He scanned the area in search of the two Predacon flyers, but to no avail.

He siad to himself, "No place to hide. So where are they?" suddenly, streaks of an Energon surge played over his body; his internal computer pointed out, "WARNING. ENERGON SURGE" Optimus flew down and transformed in mid-air to Beast Mode. Tigertron and Wolffang got to Optimus as he dropped agilely down to the ground. He looked to them and asked if they had better luck in finding the Predacons, "Did you see them?" Wolffang nodded in negative response, "Nada, but we can still smell them. Those gringos are still here somewhere." Suddenly, an alert beep came from Optimus' comlink. He pressed a spot behind his ear and heard, "MAXIMAL ALERT. INTRUDERS HAVE INFILTRATED BASE. SENTINEL NOW AT LEVEL ONE."

Optimus looked puzzled at the news, "Sentinel?"

Tigertron and Wolffang asked, "Who is Sentinel?"

Optimus replied, "Our new defense grid. But it shouldn't be online yet?" Wolffang then suggested, "It might be wise for you to return. We can hunt down Waspinator and Jetstorm." Optimus didn't want to leave them behind, but first things first. "Alright. Something's going on in this sector and I want to know what it is. I'll send back-up as soon as I can." Tigertron answered, a little agitated, "we need no help hunting down two Predacons. And I prefer to prowl in a small group." And with that, Tigertron and Wolffang leapt away in pursuit of their prey. Optimus looked after the two with concern, then transformed to Robot Mode.

His onboard computer warned him, "FIELD DAMPERS AT 15. SUGGEST TRANSFORMATION BACK TO BEAST MODE." He grunted at this, but made up his mind, "Have to risk it. Jets online, Maximum burn!" And with that, he soared away into the sky at top speed, back to the base.

* * *

**Back at the Axelon**

* * *

All the Maximals and Justin were scrambling out, and as they got enough distance from it, a glowing blue shield appeared around the Axelon and expanded like a bubble, forcing everyone away. Sentinel spoke out, "UNAUTHORIZED PERSONNEL DETECTED. PERIMETER SHIELD ACTIVATED" Cheetor grimaced at the situation, "Giga-bummer. Sentinel's locked us all out!" Rhinox tried to use his communicator to contact Rattrap, hoping to get some idea of the situation, "Rattrap, come in! Do you read me?" All anyone could hear was static as an antenna dish emerged from the base's exterior and scanned left to right. Rhinox continued to try and communicate to Rattrap, but all he got was static.

Justin asked, "It's the shields, isn't it?" Rhinox nodded as he turned off his communicator, "Yeah. Slag it, the shields are jamming the COM links." Dinobot walked up to the two and replied wryly as he looked at the Axelon, "Apparently you've built a better mousetrap." The two inventors grunted, but Air-Razor walked up, a little concerned, "Guys, have you seen JackFoot anywhere?" The three looked at each other and looked around. Justin asked, "I thought she was with everyone else?" She nodded, "I thought she was but I lost sight of her when we were evacuating."

Justin and Rhinox looked at each other and realized one thing; both Rattrap and JackFoot were both trapped inside. Justin thought, 'I hope those two can stand each other long enough to work together.'

* * *

**Inside**

**In One of the Corridors**

* * *

Rattrap peered around a corner, up in one of the open-air ducts. He then spotted some ice blue oozing liquid down the floor. He scoffed at this, "Zero friction fluid? C'mon you guys, that stuff's strictly for amateurs." He tossed the air-duct's door on the floor, and jumped on it, using it like a surfboard. He slid down the hall, until he saw that an energy net sprung out waiting for him. As soon as he was close enough, he flip jumped over the net and landed with ease on the other side.

He quirked, "Now this ain't a security grid. It's a gym just for spy guys like me." He then heard a buzzing sound as he saw several blast beams heading for him. He got in a pushup position on his fingertips and toes as the blasts past him. He quirked, "one and two and stretch…now bend. Feel the burn. Yeah!" Rattrap then ran down the next hall to get going. Sentinel saw through a grid camera, "FAILURE TO CONTAIN INTRUDER AT FORCE LEVEL ONE. INITATING LEVEL THREE."

* * *

**Back at the Mountain

* * *

**

Tigertron and Wolffang moved slowly along the mountain trail, sniffing out the two Predacon fliers. Their path took them to a dead end, a rock face in other words. They both stopped and looked all around and up, puzzled. Tigertron padded up to the rock face and sniffed, "The trail leads here. But something's not right…" Wolffang stepped up and lifted his right front paw to touch the rock face, but his paw suddenly went through it. He jerked back his paw in surprise, nearly startling Tigertron.

Then the two looked at each other in realization at what they saw. With that, the two Maximals stepped boldly through the rock face. In what looked like a cave, as the two came through the rock face, they surveyed the new cave. Tigertron's gaze came to rest on a small device was projecting a green light over the entry of the cave, just wedged into a cave wall. Wolffang commented, "A holo projector. Clever." The two moved past it and through the cave; they moved onto a ledge which overlooked hundreds of maze-like tunnels, some natural, others made by explosions. Tigertron sniffed the air, catching a particular scent. Then they leaped downward in search of the owner of the scent.

* * *

**Back at the Axelon

* * *

**

Everyone had their blaster weapons out, shooting the shield, hoping to disable the shields. But all that was happening was the blasts were being absorbed into the shield. Justin cursed himself for making that upgrade to it. Rhinox lowered his weapon, knowing that it was doing no good. He signaled everyone to stop as well, "Well, we can't blast our way through it." Just then, every Maximal was surging with Energon buildup. Cheetor was the one to point it out, "Oh, Slag it. The Energon fields are starting to mess with our circuits." Grizzly-1 ordered, "Everyone, back to Beast Mode."

Everyone transformed, and no sooner were they in beast mode, they heard a whoosh of jets. Optimus dropped in from the ceiling entrance surging with Energon buildup; he transformed to Beast Mode and walked up to Rhinox. "What's going on, you guys? I got a message from Sentinel about intruders in the base?" Justin answered, "It's talking about Rattrap and JackFoot. They're both trapped inside." Foxfire walked up next to Justin, "And if we cannot figure a way to deactivate it soon, they are both, as the Earthlings put it, 'Toast'."

Optimus got a worry of look on his face as he reacted to this news bulletin. He looked at the Axelon and silently prayed to the Matrix for the two Maximal's safety.

* * *

**Inside**

**A Vertical Shaft

* * *

**

JackFoot, in Robot Mode, was climbing up a ladder; below her was a bristling ball of energy creeping up towards her. She silently blamed her for this, as well as Rattrap; if she hadn't lost her temper and tried that stunt, none of this would have happened. So now she had made it her mission to shut the system down. Suddenly, Sentinel's voice spoke out, "INTRUDER. SURRENDER IMMEDIATELY. LEVEL FOUR HAS BEEN AUTHORIZED BY THE CENTRAL COMPUTER. ACTIVATING DEFCON 4."

JackFoot mused herself, "Defcon 4, huh? Well I guess I'm about to get a close and personal seat at what the boys have been keeping." She looked up as a mechanical crossbow-like device (A Bolt Caster) rotated into place above her and fired a bolt. She whelped as she narrowly dodged it and a second time as she looked down to see the energy creeping up, "Cryo fields and disrupter bolts! You really know how to make a girl feel welcome."

She pulled aside as the disrupter bolts fired a second time. The bolt missed her, but impacted with the bottom of the ladder, causing it to explode. She quirked, "Give up, Sentinel. You don't stand a chance. I'm a street fighter, a butt kicker,…" she then shot her right arm straight forward, and the rabbit's eye began to glow bright blue, "…and an apprentice marksman." It then let out a powerful blast beam, destroying the Bolt Caster. She then aimed at the wall next to her and blasted a hold big enough for her to crawl in. She kissed her arm and silently said, "I've got to thank Justin for the Blaster installments."

She then quirked as if she was talking to Sentinel, "If I were you, I'd recheck those circuits before this rabbit his Core Central and knocks your program for a loop." Sentinel then spoke out, "RESISTANCE PERSISTS. UPGRADING DEFCON 4." JackFoot then continued to go up the ladder, "IMPLEMENTING SHATTERFIELDS" She paused as she heard that and saw three satellite dish-like cannons snap into position on both sides of the ladder and acquired their target. JackFoot squeaked in panic, "Shatterfields! There won't be enough of me to fill a teaspoon."

Sentinel then spoke out, "YOU HAVE BEEN WARNED; SURRENDER NOW OR FACE TERMINATION." She looked at the hole she made and back at the Shatterfield busters, "INTRUDER, YOU ARE REQUIRED TO STAND DOWN." She gripped the ladder on each side, "I don't think so!" And slid down it navy style. The Shatterfield blasters fired, missing JackFoot but demolishing the ladder, causing her to fall. And she landed at the bottom of the shaft, right into the Cryo fields. The field bristled around her, icing her up. She shivered, "If I don't want to be a haresicle, I gotta knock this Cryo field out now."

With some effort she reached out with both arms and the eyes started to light up bright. She shouted, "Eat this!" She shot at the walls, and with a whirr, the Cryo fields disappeared. Sentinel reacted to this, "CRYO FIELDS DEACTIVATED." She shouted, finally defrosted, "Alright, that's one for the fembot!" And with that, she transformed back to Beast Mode. She then scurried down a different way to get to the Core, "Now all I have to do is get to the core and show this piece of junk what it means to mess with me!"

* * *

**Back with Tigertron and Wolffang

* * *

**

The two Maximals padded through a dark tunnel, and then stopped as they both heard a voice up ahead. It was Waspinator and he was whining, "Wazpinator zayz we muzt deal with Optimuz firzt." The two looked at each other and transformed, in stealth mode. They both moved forward cautiously to the end of the tunnel, until they spot Waspinator, Jetstorm, Terrorsaur, Drillbit, and Blackarachnia setting up some sort of device. From the looks of it, they were all set up in a high-ceiling cavern.

Terrorsaur then said with a boost of confidence, "Optimus will never find us here." Blackarachnia then added, "And even if he does, he'll be too late. The emitter is ready." She was up on the wall typing on the emitter's console until the lights began to flash on the device. She then said, "in fifteen cycles we'll be inside the Maximal base."

"The only place the five of you are going is the slag heap!" The Predacons turned around to see Wolffang and Tigertron and open fired with their cannons. Waspinator, Terrorsaur, and Jetstorm flew out of the way and Blackarachnia leapt aside as their blasts hit only Drillbit and shattered stalagmites and rocks. Wolffang dived in for the sonic emitter and grabbed it, tucking it under one arm as he and Tigertron snapped off a few shots and retreated down the tunnel. Blackarachnia shrieked as she transformed, "they've stolen my invention!"

The Predacons then transformed and gave chase to the Maximals. The two Maximals raced down the tunnel as the Predacons open fired and started blazing all around them. Terrorsaur, Waspinator and Jetstorm flew down the tunnel, Terrorsaur in the lead. Jetstorm unleashed two of his back missiles. The two glanced back over their shoulders, saw the missiles coming. The two Maximals dived as they exploded just inches behind them. The shockwave carried the two Maximals out of the tunnel. They landed hard behind some rocks and the emitter bounced away from them. Tigertron shook it off as the Predacons boiled out of the tunnel and looked for them.

The Black widow asked, "Where did they go?" Wolffang shouted, "Right here, Seniorita!" They turn to see Tigertron and Wolffang rise up from behind the rocks, cannons at the ready. They began blasting at rapid fire, as the Predacons ducked for cover. Blackarachnia shouted, "You furballs can't win; the emitter will explode and take you with it!" Tigertron looked toward the emitter, which was only a meter away from them. It was starting to whine, as the lights flashed more intently. He crawled to it, picked it up, then called out, "In that case, allow me to return it."

He lobbed it toward Blackarachnia; the emitter bounced out onto the caver floor. A short distance from Blackarachnia's position; she sees it and hears an intense whine, as it builds up to an explosion. She shouted, "NO!" She transforms to Beast Mode and fired a web line upwards; she zipped up as Waspinator and the others rose and looked towards the device. Terrorsaur shouted, "Let's get out of here!" they went to Beast Mode and flew out of there; Tigertron and Wolffang transformed and ran to a higher point in the cavern. They moved for all their worth, as the emitter built up to an ear spitting whine.

* * *

**Back at the Axelon

* * *

**

Everyone was still in front of the base when the ground shook beneath them, and suddenly a hole was blasted in the turf from below, about ten meters behind them. Cheetor yelped, "Jumping Gyros, what was that?" Optimus stepped up, "Let's find out. Battle mode, everyone!" all the Maximals transformed to Robot Mode and moved towards the site of the explosions, weapons at the ready. Then there was a beat, then Tigertron and Wolffang popped out of it, shaking themselves and Tigertron started cleaning himself in the manner of a cat.

Optimus was surprised and asked, "Tigertron? Wolffang? What is this?" Tigertron groaned, "It's a long and very ugly story." Optimus then replied, "I want to hear it. As soon as we deal with our other problem." Wolffang asked, "Problem?" and they all turned around to see Sentinel, still holding up the shield.

* * *

**Computer Core

* * *

**

It's a stunning array of compact electronics, displays, and some obviously kluged repairs. The core was in the center of the whole thing, and Rattrap entered, looking around rather worse for wear. He staggered towards the console, but Sentinel's voice was heard, saying, "UNAUTHORIZED ACCESS TO COMPUTER CORE! SHATTERFIELD ONLINE." Rattrap dashed to an input screen and transformed to Robot Mode. Using the control pads, he began to frantic operations. He said to himself, "Cool your circuits, kid. It's just the exterminator, here ta blow a few bugs outta your system."

A particularly nasty looking array, looking like a solar collector panel, appeared from the wall, swinging toward him and glowed to life. Rattrap said to himself, "'Friend or Foe' identification codes…I thought I had 'em! Uh oh!" The Array glowed intensely and fired at him. He was suddenly pushed out of the way by a small force as the array fired. A roaring energy blast ripped across the room. Storage containers in its path are blown to dust.

Rattrap looked at what saved him, and on her knees panting was JackFoot. She smiled, "looks like…I got here…in time." Rattrap got up and shouted, "Just wat do ya think you're doin' here, Shorty?" She opened a compartment on her hip and pulled out a disc. Rattrap's jaw nearly hit the floor as he realized what that was, "the 'Friend or Foe' identification codes." She nodded, "I grabbed them before I left to find this place. I figured you might need them." He smirked as he took the disc, "guess you're handy sometimes, after all."

She was about to shot back, until the array powered up for another shot. Rattrap and JackFoot ran for another control pad while Sentinel spoke out, "TARGETS LOCKED. PREPARE TO TERMINATE." Rattrap got to a console, inserted the disc, and typed like never before, "Come on, come on…" the Shatterfield array glowed brightly as JackFoot started to worry, "Ah, Rattrap, anytime now would be good." Rattrap slammed in a final command. For a brief moment, the field started to generate. Then suddenly shut down, it was tilting forward.

Sentinel spoke out in a friendlier voice, "RATTRAP. JACKFOOT: MAXIMALS. SIGNATURE WAVE PATTERNS RECOGNIZED AND ACKNOWLEDGED." This was proof that Sentinel had finally stood down. The two slumped together, leaning on each others' backs and sighed in relief.

"Nice job, Garbage Muncher."

"Anytime, Elephant Ears."

* * *

**Back Outside

* * *

**

The Maximals and Justin were walking back to the base as the perimeter shield disappeared and the base entrance opened. Cheetor asked in a worried tone, "Hey the shiled went down." Justin and Rhinox looked at each other, realizing what this could have meant. Optimus saw the look they had and asked, "What's wrong?" Justin explained, "Sentinel wouldn't drop the perimeter shield if…an intruder was still….active." the realization of what he said hit them all. Air-Razor was about to cry, realizing she had lost a friend, and a potential daughter. Everyone else took it harder as they entered the command center and saw the destruction caused by Sentinel.

Their faces betrayed their sadness as Cheetor stated in disbelief, "Rattrap and JackFoot gone? No way. I don't believe it." Foxfire went to him and embraced him in a hug as she tried to fight back tears from this. Razorbeast slammed his fist on the Holo desk, "Slag it! I should have stayed behind and tried to help them!" Justin was just as angry with himself, "I programmed half of this system; if anyone should have stayed behind to shut it off, it should have been me." Snarl went over to the two of them and placed a hand on their shoulders in reassurance, "I know, Mates. I know."

Optimus looked at Grizzly-1 and Bonecrusher, who were as hurt as everyone else. He swallowed hard, "they were both difficult Maximals, in their own way, to deal with. At times, impossible! But I'll remember the two of them with honor." Rhinox said to Tigertron, who was holding Air-Razor, "Sur he smelled bad. He was a rat, but he was my best friend." Wolffang muttered, "I never had the chance to repay her for saving me." Dinobot spoke out, "the girl had the spirit of a warrior, and died as one. Now I will never see that potential come into fruition. As for the vermin, I won't disgrace his memory with lies. He was a stinking, omnivorous pestilence to my very existence!" He then lowered his head and spoke out, "still in some perverse way, I will miss him."

They all hanged their heads in silence, then suddenly they heard two familiar voices, "Aw, that is so sweet of you guys." "Don't stop now! You motorheads are killin' us." They turn around and their eyes widen to see none other than Rattrap and JackFoot, still in one piece. Foxfire and Air-Razor ran over to the little fembot and got her in the biggest hug in their lives; Foxfire squealed, "We thought you were offline, permanently!" JackFoot giggled, "I'm not scrap metal yet, sister."

Rhinox and Justin walked over to Rattrap and asked in amazement, "How did you…?" Rattrap answered, "Avoid getting scrapped? Well it wasn't no oil bath for me and da' squirt over dere'. But let's face it, ain't no defense system made that the two of us couldn't get around. Right Sentinel?" to everyone's astonishment, Sentinel replied, "ACKNOWLEDGED" Rattrap smiled broadly, "Ya just gotta know how ta talk to 'em." The Maximals exchanged glances, and then Optimus burst out laughing. And in a moment, everyone joined, except for Dinobot who just frowned at the moment. But then he turned to look at JackFoot, and gave an unseen grin.

* * *

**Next Chapter: A Babysitter's Nightmare**


	25. A Babysitter's Nightmare

**Beast Wars**

* * *

**Chapter 24: Babysitter's Nightmare

* * *

****Seyvont's Residence**

**Spring Break

* * *

**

Aelita was in her room, now with a few Hello Kitty stuffed animals, a desk littered with papers, and some clothes neatly folded or hung in the closet. She was working on a math assignment at the time; that's when the phone rang for her. Sarah had purchased her a room phone so that if she ever had any girl friends, she could call them or her on this. She picked it up and smiled knowing who it was now, "Toni! It's good to hear your voice. How are you?" She had told Justin and Alex of what Toni had learned from them and boy were they sweating beads at that.

They figured that they would have to try and tone down the Maximal activities. She listened to Toni on the phone and swore she heard crying in the background. "Uh huh, okay. I see…", she said while she heard Toni talk to her. "Okay. Can I bring Justin and Alex along too?" She waited for a moment and then lit up at the answer. "Alright, we'll see you then." She hung up and went to Justin's room, "Justin!" Justin was a little shaken up at the moment when Aelita busted in his room. He turned around looking a little out of breath from her barging him and startling her.

"What's up, Aelita?", Justin asked. Aelita smiled broadly at what she had to say, "Toni called up, she said she wanted to know if we could help her with sitting of a baby." Justin got a clueless look on his face, "Sitting on a baby? Oh wait, you mean babysitting?" She nodded, "Correct, and we could also bring along Alex too. If that's okay with you?" Justin thought about it for a moment; Aelita didn't know what babies were so he figured that this could be a good learning experience for her. So he answered, "Okay, this might be a good learning experience for you."

She beamed with happiness as she ran towards Justin as he was getting up and hugged him. "Oh, thank you, Justin. Thank you." There were times like this for Justin that he was actually glad to have a girl living with him.

* * *

**Toni's House

* * *

**

Aelita, Justin and Alex had arrived at the house and Justin knocked on the door. The door then suddenly opened and they saw Toni in her usual style of clothing, but she looked a little worse for wear. There was what looked like splotches of powder on her face and clothing. She even looked a little exhausted even as she spoke, "I was wondering when you'd guys would ever get here." The trio looked at her and sweatdropped at their friend's condition, "Is it that bad to take care of one kid?", Alex asked.

She let them in as they got a good look around the place; it looked like a tornado as it was littered with baby toys. "My baby cousin, Timothy's a little hard to calm down. That's why I needed the extra help on this." They then heard screaming cries as Toni lowered her head in exhaustion, "And now the little demon is awake." As Toni went to get her cousin, Aelita asked, "I'm a little confused at this baby thing, Justin. What are they exactly?"

Justin and Alex looked at each other and knew they were going to be asked this question. So Alex answered, "Okay, you see when a mommy and a daddy really love each other…" Justin stopped him in time by pushing him out of the way. He felt she wasn't ready for this one so he explained, "A baby is sort of the Larva stage for when a human is just started after they've been birthed." Aelita then probably understood that but she still had one question to ask, "So if a baby's the early stage of humans, where does the baby come from?"

Both the boys got exasperated looks on their faces; they weren't sure if she needed to know that just now. They were saved by the bell as Toni walked in, and in her arms was to Aelita, the cutest little thing you've ever seen. A baby with strawberry red hair and beautiful green eyes, wearing a blue footed Pajama suit; this was Toni's baby cousin, Timothy. Aelita squealed, "He's the most adorable thing I've ever seen!" She then turned to Justin and asked, "Justin! Were you this cute when you were a baby?"

Justin only blushed from that question, while Alex asked, "Didn't you ever look through Justin's photo album." She shook her head but as they did the baby started to cry again. "Ugh, and it was so hard to get him to be quiet again. I fed him, changed his diaper, rubbed his tummy, and helped him burp. I just don't think I'm going to be cut out as a mother in the future." "Isn't that a little far in the future?", Alex asked. She shrugged at that and looked to Aelita, "Hey, could you hold him for me a minute?"

Aelita beamed and shook her head in response, "Of course, Toni, I'd love to." Toni exchanged Timothy into Aelita's arms very carefully, and as soon as he was in Aelita's arms, he stopped screaming and started giggling. Toni sarcastically responded to this, "Oh so you cry in my arms, but you get all giggly in hers? What am I, the devil?" "Well, you do kind of dress like it.", Alex shot at her in humor. After she heard that, she chased him around the house, screaming she's going to shave him bald.

Justin and Aelita, who was still holding the baby, were watching in both confusion and amusement at the whole thing. He then turned to Aelita and saw how peaceful and happy Timothy was when she held him. He almost thought that she was the mother of the child for that moment. Aelita then saw that Justin was staring at her and she asked, "Is there something wrong?" "Huh? Oh it's nothing; it's just that you didn't know anything about babies before, but now you seem to know on by instinct."

She lightly blushed at this, and Justin just thought as she gently cradled Timothy, 'She's really good at taking care of kids. Maybe one day she might make a great mother.' He then pictured Aelita all grown up and in her arms, bundled in a blanket, was a little baby. In his mind, she was pictured heavenly, but he shook it out of his head as he tried to get it out.

Alex and Toni stopped for a moment, and Aelita and Timothy watched in amusement at Justin's little reaction as he tried so desperately to get that image out of his head.

* * *

**Outside**

* * *

Hanging or laying up on a tree branch in the back to where the teens were spotted in, were Cheetor, Foxfire, and JackFoot, in Beast Mode, and keeping an eye on the kids. "I must admit, I am a little curious at this strange activity, they call 'sitting on the baby'." Cheetor just sweat-dropped at what she had just said; there were times that he thought she didn't get what others really said. JackFoot just face vaulted after that, got back up, and replied to her, "Foxfire! It's not 'sitting on the baby', it's pronounced baby-sitting."

Foxfire seemed to understand that, but just kept on looking at the window until she saw everyone come in to the back way. Then she spotted Aelita, and she was holding a tiny human like creature. She nearly squealed at he sight of it, "Oh, how adorable! I wonder if that is the 'baby' Aelita was talking about." She giggled in amusement and jumped down from the tree. Cheetor was freaking out as he saw her about to go in from the basement doorway that was slightly opened. Before she had a chance to go in, Cheetor pounced on Foxfire and kept her pinned down.

"Cheetor! What are you…?", Foxfire asked. But Cheetor got to the point, "You can't just waltz in there like that, Foxfire. Don't forget, we're supposed to be undercover." Foxfire merely pouted as she realized that. But then they saw JackFoot zoomed past them and into the basement; they both paled at this action and followed after her in pursuit.

Back inside, Toni was talking with the others, until Justin sniffed the air, "Hey, is there something burning?" Toni gasped as she knew what that was, "the spinach!" With that she dashed madly into the kitchen to get to it before it burned. The three teens just stared in confusion as they heard a lot of banging and cursing as Toni tried desperately to save her dinner. "Man, if this is how small you guys started out, I'd hate to see what would happen if you were in front of a Predacon when you're that small." The trio turned around and on the couch, was JackFoot, in Robot Mode, and looking rather comfortable. The three were a little scared right now, but Aelita smiled and waved while still holding on to Timothy, "Oh, hi JackFoot. Did you come to help baby-sit?" It was then that Justin came up and asked seriously, "You do realize you're putting the Maximals' secret in danger if you're spotted by Toni, who happens to be a reporter of our school paper."

JackFoot just shrugged, "Hey, as long as I'm in Beast Mode, she won't notice. Besides I'll be here and there before she even notices I've even been in the room." The three teens just sighed in defeat until they saw Cheetor and Foxfire, in Robot Mode, and rushed over to JackFoot. Cheetor, not in a very good mood, scowled JackFoot, "Mrowl! Do you have any idea of how much trouble we're in now, kid? I can't believe you'd just expose yourself like that."

Justin walked up to his first Maximal buddy and just lightly padded him on the back, "relax, Cheetor. Babies don't remember much stuff like this when they're just in this stage of their life. So he probably won't remember you guys." Cheetor raised an eyebrow at that and figured that may have been an okay case. Just then, Timothy, still in Aelita's arms, reached out towards Cheetor giggling. Cheetor just looked puzzled, "Uh, why's he acting like that towards me?" Aelita just smiled, "Oh, I think he likes you, Cheetor."

Then Foxfire walked up to Aelita and asked, "May I hold the 'Joy-Bundle'?" Aelita was a little confused at that, but knew what she meant, "Sure, Foxfire." But just as she was about to hand Timothy over to her, they heard Toni coming back into the room. Quickly, the Maximals transformed to Beast Mode and hid anywhere around the room so they couldn't be spotted.

As soon as Toni entered the room, everyone tried their best to act like nothing happened. She saw that everyone looked funny and asked as she took off her apron, "Why's everyone looking like they're hiding something?" The three looked at each other and Alex made up something, "Okay, I confess. We're hiding a secret so powerfully mind-blowing….it could…blow your mind away." Toni just had an exhausted deadpan look on her face as she just said, "Never mind. Hey, I'm taking Timothy to the park later on. The spinach was saved so I have something to take for him for lunch. So you want to come with?"

They looked at each other and the three just nodded, and Toni smiled, "Great, just let me get the carriage, my bags, and lunch ready and we'll be on our way." But before she left, Alex asked, "are you sure your mom's okay with this?" She turned around and nodded, "Yeah, don't worry about it." And with that everyone got ready while the Maximals hid around the room undetected.

* * *

**Later

* * *

**

The four teens were walking in a shortcut that was trailed into the forest, a place where the teen Maximals could keep an eye on everyone. Cheetor and Foxfire were hopping from the treetops, while JackFoot looked after them from below. But in the baby carriage, Timothy could see Cheetor and Foxfire up in the trees, and giggled and reached up in hoping to hold him. Toni looked upward, but saw nothing, "What is it, Timmy? You see something you like?"

Cheetor and Foxfire hid in the bushel of leaves, as Cheetor sighed, "this is goin' to be very difficult keeping an eye on them." Foxfire nodded. They were going deeper in the woods as Justin noticed, "Are you sure we're going the right way?" Toni nodded, "Trust me; I know where we're going." She looked around and noticed that nothing seemed familiar, "Okay, now I don't know where we are." Just then, they heard laughter: dark, creepy, and somewhat familiar laughter that only Aelita, Alex, and Justin knew.

Aelita moved over to Justin and whispered, "Justin, it's them." He nodded in response, "I know, and not at a better time." He looked over to Toni and noticed she was getting freaked out. This was confirmed as she shouted, "ALRIGHT WHO ARE YOU? SHOW YOURSELVES!" Alex sweat dropped, "Not the wisest idea." Just then, out of the trees, flew out Waspinator, Shadow-Panther, and Jetstorm, all in Beast Mode. The three were a little freaked out, but Toni was just a little shocked, but then shouted, "T-this….is…THE SCOOP OF THE CENTURY!" Justin, Alex, and Aelita all sweat dropped at this, and surprisingly, so did the Predacons. Waspinator looked over to Jetstorm and asked, "Fleshy girl not zcared of Wazpinator?" Jetstorm answered, "Guess she thinks giant bugs are cool." Just then, Justin ran up and stood in front of Toni and Timothy with Alex right next to him, and shouted, "Just what do you guys want?" "Yeah. Don't tell me you guys have decided to lower yourselves to kidnappers?", Alex quirked.

Shadow-Panther got an amused look on her face and replied, "Well we weren't thinking of kidnapping you guys, just roughing you up a bit." She then caught a glimpse of Timothy, and snickered, "but I think the tiny human in that carriage would do for a hostage for the Key." Aelita and Toni ran over to Timothy in order to protect him. "And I think we'll take him now. Predacons—TERRORIZE!" And to Toni's surprise, the creatures transformed into humanoid robots, the bugs almost looking more insect like while the panther transformed into a drop dead gorgeous fembot.

Just then out of the trees, Cheetor and Foxfire popped up with JackFoot popping out of the brushes. "Mrowl! Back off, Preds! Maximals—MAXIMIZE!" And with that said JackFoot, Foxfire, and Cheetor transformed as well. "Time to pounce, Maximals!", Cheetor shouted as they got their weapons at the ready. He then turned JackFoot and ordered, "JackFoot, keep an optic out for Aelita and Toni over there." She nodded and jumped right aside to the two girls protecting Timothy. Toni then asked, "You guys know my name? They know your name?" Aelita and JackFoot sweatdropped and smiled nervously as they realized Cheetor had called out Aelita's name.

Then suddenly, a huge firefight ensued as Alex and Justin took cover while Cheetor and foxfire fought against the three Predacons. JackFoot motioned for the girls to get out of there, so Toni grabbed Timothy out of the carriage. As they got a good distance away from the fight, Toni accidentally dropped her cousin, "Timothy!" But then out of nowhere, he was caught by a long and huge tongue as it pulled Timmy into the trees, where the three girls saw Spittor, in Beast Mode, sticking to a tree.

He smirked, "Thanths for tha kid, humanths." And then jumped away with Timothy. Toni screamed out, "Hey, come back here!" But she was pulled back by JackFoot and Aelita, who tried to calm her down, "Toni! Don't!" "I can't leave my cousin to that thing! He'll get eaten! Timothy!", Toni shouted as she was being held back. Cheetor hear the screaming and saw Spittor getting away with Timothy in his arms; he looked towards Foxfire, "Radio for backup, I'm goin' frog hunting!"

But before she could protest, he shifted into Beast Mode and was out of there, running past the three Predacons that were shooting at them. Shadow-Panther saw this and went to Beast Mode herself, "Oh, I love a good chase!", she mused as she was in hot pursuit. Foxfire realized she had no choice but to radio for backup.

* * *

**Back With the Chase

* * *

**

Cheetor was catching up with the slimy frog during the tree jumping chase; he scared him a little with a roar or two. Spittor was being slowed down due to the brat, "Man, time for you ta gow, now!" With that, he retracted his tongue throwing the kid in the air. "NOOO!", Cheetor shouted as he tried to get a good jumping distance to catch Timothy. But before he could catch him, Shadow-Panther jumped out of nowhere and caught the little tike by the collar of his pjs.

She stopped right in front of him holding the baby, when he stopped in front of her a few feet away. He gulped, remembering the kiss she had given him, so when he talked he was a little nervous, "Um, that little guy belongs to a friend of mine.", Cheetor said. Shadow-Panther smirked, "Oh, really, well I'll just hold on to him for a little while if you don't mind." Cheetor growled, "Mrowl! You're really pushing it!" Shadow-Panther simply mused as she said, "You want him? Give me a little cat-kiss on the nose and I think I'll do it." Cheetor just growled, "Bite me."

Just then out of the trees, Tarantulas,in Beast Mode,pounced on top of Cheetor. Tarantulas chuckled, "If you insist.",and sank his fangs into his neck. Cheetor winced in pain as this happened, and then in a few seconds, Cheetor was on the ground completely passed out.

* * *

**Back with the Others**

* * *

To Toni's surprise, there were more of these strange robotic/animal beings, as from out of nowhere, a giant robot wearing a grizzly bear skin, accompanied by a robot wearing a razorback skin, and saved their butts. The razorback robot fired at the two bugs and shot out their weapons. Then it was the big bot's turn as he ran up to them, smashed down his fists on their heads nearly flattening them. Then, he picked them up and threw them high in the air.

When the battle was over, Alex, Justin and the others met up with the three girls. Aelita ran over to Grizzly-1 and smiled, "I'm glad you guys got here in time." Grizzly just shrugged, "Aw, it was nothing. You should be thanking Foxfire for the comlink; she's the one who radioed us." It was then that Toni had gotten to the boiling point and shouted, "HEY! WHAT'S GOING ON AROUND HERE?" Everyone looked at each other, including Alex and the two. It was then that Aelita should make the suggestion, "I think it's about time we let her in." Razorbeast just put his hand over his face and muttered, "Optimus is not going to like this."

Justin mentioned, "We'll worry about it later…" he walked up to Toni, who looked a little more freaked than usually, "Toni…you might want to sit down, cause this might be a long story." An hour went by as Justin explained everything: the Maximals and Predacons, the strange explosions, Aelita's origin, the whole story of the Beast Wars. It's not everyday you realize your friends are part of a war that's been going on in the woods behind your home. Everyone thought that Toni took it pretty well.

"Sounds like something out of a Sci-Fi movie.", was all that she said. Alex nodded, "Yeah, I know this is all something out of the Twilight Zone, but the whole story's true: two transforming robot races crashed here on our planet a long time ago. Woke up and are duking it out over Aelita there in order to save the Galaxy from total galactic domination." Then Justin stepped in, "Yeah, but it's all true despite some things seem a little fictional."

It was then that Toni realized something else, "Oh my God, Timothy!" It was then that everyone else realized that as well; Foxfire then had everyone calm down, "Do not become alarmed, Cheetor went straight after him and will surely be victorious in retrieving little Timothy." Razorbeast then stated, "Well, just to be sure…" he turned on his comlink, which was located on his chest plate, and called out for a reply on the situation. "Cheetor…come in." Nothing but static was heard, "Cheetor…do you read me? Over?"

It was then that they realized…Cheetor and Timothy were both going to need a lot of rescuing.

* * *

**Near the Predacons hiding Place**

* * *

It was a rustle area of the mountains; completely isolated and nowhere near human eyes. It was sort of a boxed canyon area with a river traveling through it, a perfect place for the Predacons to stay around. Cheetor groaned a little as he slowly got up, "Oh, man. I've got to stop letting that spider get me like that." It was then that he noticed he was in a cage of Predacon design, and still in Beast Mode.

He also noticed Waspinator, Jetstorm, Tarantulas, and Spittor were all present with Shadow-Panther missing. The four Predacons were currently in Robot Mode, and were keeping an eye on Timothy; Cheetor snarled out, "Hey, Preds. Keep your hands off him! He's got nothing to do with this!" but then he sweatdropped as he realized what was going on here; timothy was crying ever since Shadow-Panther, being the only female figure around there, was gone to deliver a message for the Key's surrender for the baby. She had left the Male-Preds in charge of keeping the human infant docile. In this situation, they were most likely about to kill the kid.

"Human baby will lizten to Wazpinator! Wazpinator in charge zo human baby will obey Wazpinator'z orderz!" Timothy just kept on crying like crazy, which made Waspinator cry in frustration as he cried, "WHAAAHAAHAHAHAHG!" Jetstorm just groaned as he grabbed his head, hoping to block out the crying, "Make it stop! I can't take it anymore!" Tarantulas screamed, "I've eaten things that didn't complain this much!" Just then, Jetstorm noticed how Waspinator was holding the baby; it was practically upside down, "Hey, Bug Eyes! You're holding it wrong!" Waspinator saw this and flipped him over, but it still cried.

Just then, Spittor grabbed the kid, "Here, let me try." He set Timothy down on a tree trunk stub, on his back. The Predacon covered his eyes, "Where's the baby?", he said in a playful tone, "THERE HE IS!" He shouted as he opened his hands to show his orange eyes bugging out comically staring at the kid; this made Timothy just stare up at him frozen stiff. The Predacon realized that this worked as Spittor tried it a second time, "Where's the baby?...THERE HE IS!" But then it failed as Timothy burst out crying even louder and Waspinator hit Spittor in the back of his head, "Great! Frog-Bot make it worze!"

Cheetor had to admit it but he felt sorry for these guys, but then an idea had struck him. He got up and shouted, "Hey, Preds! I can get him to stop if you hand him over to me." The Predacons looked at each other, hesitant to do this if the Maximal had a trick up his sleeve. But after hearing Timothy crying out more, Waspinator just caved in as he grabbed the baby and handed him over to the Maximal teen. "Here, take it and make Wazpinator'z life eazier." Cheetor smirked, "You got it." He knew that Waspinator was the one holding the keys, so when he put Timothy in the cage, he also snagged the keys that Waspinator had around Timothy's neck.

Waspinator left them alone after the exchange, as Cheetor pretended to tickle Timmy's stomach. In the process, he slowly picked up the keys in his mouth. He muffled, "Don't worry, kid. I'm bustin' us outta here." He had to get the door unlocked very quickly, if any hope for an escape against four Predacons was ever possible. It worked when Cheetor heard a clicking sound and the door opened, unfortunately, so did Tarantulas as he turned around, "WHA?"

Cheetor shouted, "Sorry, Predheads, but me and the kid are bailing this joint!" With that said, he picked up timothy like a Cheetah cub, and ran as fast as he could from the Preds. Waspinator shouted as he went to Beast Mode, "After Cat-Bot!" With that said, the Predacons went to Beast Mode and flew after him. Cheetor jumped on the ridges of the box canyon holding on to Timothy, who was giggling at the whole thing. Cheetor guessed that Timothy thought they were playing some kind of game, "Not a care in the world for you, huh?", Cheetor muffled.

The Preds tried to catch up to the cat, but to no avail, so Jetstorm shouted, "Well, forget this! I'll blow'em both away!" He transformed to Robot Mode and brought out his shoulder mounted missile launchers. "Say Goodbye, Kitty Kat!" Cheetor saw this and tossed Timothy high in the air, and reverted to Beast Mode. He pulled out his Quasar Cannon and fired at Jetstorm's missiles before he could fire them, causing them to explode. Unfortunately, Waspinator while carrying Spittor and Tarantulas following pursuit, were caught in the explosion.

Cheetor caught timothy as he fell down to him, and he simply quirked, "Goodbye." Timothy continued to giggle at the whole thing, and Cheetor couldn't help but smile at this kid. Suddenly, a huge slashing sound came out of nowhere and Cheetor was in pain as he kneeled down groaning. Timothy stopped laughing and was silent, and then started to cry. Cheetor turned around to see Shadow-Panther and he spoke with his teeth gritting, "Hey…I thought you said you liked me?" Shadow-Panther smirked, "I do, but I can't let an opportunity like this slip by me. Getting the Key could be a huge leap in my ranks in the Predacons."

She walked over to Cheetor with her three steel claws popping out of her fists, "So just surrender and stay as my prisoners for a little longer." Cheetor grit his teeth and looked down at Timothy; he couldn't let this kid be a prisoner in Predacon control. So he got up, turned around and shot Shadow-Panther a look, "In...your…dreams." Panther was a little surprised at that, but was even more surprised as Cheetor charged a punch at her. On instinct, she brought up one of her fists, and stabbed Cheetor's arm, which caused him to grunt in pain as he pulled back.

She was seeing a side of this pussycat she'd never seen before; he charged at her again, unleashing a combo while still holding and protecting Timothy, and she did everything to evade and assault attacks on him. When the battle was nearly over, Cheetor was standing there, still holding on to Timothy with one arm, but he looked worse for wear. Some parts of him were slashed open, his Cheetah fur were in patches, a few scars were on his faceplate, and in some areas that weren't near Timothy; mech fluid was leaking out.

Shadow-Panther thought that Cheetor had lost his mind, "What are you doing? Just ditch the kid and you can fight me seriously!" Cheetor slowly rose his head up, and instead of the cold determined look he had, he was having a sad, yet calm look on his face, "If I did that…Timothy here would be exposed….and he could get hurt…and…I don't think my friend's friend could…bear it if…something happened to him…" and just like that, after he said that, he went into stasis lock, still standing and holding on to Timothy.

Shadow-Panther just stood there with a look that showed both shock and sadness. She whispered to herself as she lowered her head, "I see…so you'd rather die, than have the child hurt at all." She charged forward and as she was close to stab him in the face, she stopped a few centimeters from him. She looked up to him at his still frozen face, and then she turned away. "See you soon…Cheetor." She went to Beast Mode and ran off, leaving the Maximal there standing still there with Timothy crying out loud.

* * *

**An Hour Later**

**The Axelon

* * *

**

Cheetor awoke as the doors to the CR Chamber opened and out he came, brand new and functional, as he saw the faces of his friends and teammates, especially a teary-eyed Foxfire. She immediately ran up to him and gave him a huge hug and wouldn't let go, "Cheetor! Thank the Matrix, you are functional again!" Razorbeast popped up, "You were in pretty bad shape; lucky for you Alex heard the tatter-tot's crying." It was then that Cheetor remembered, "Where's Timothy?" just then Toni walked up, completely unfazed of the whole situation, and showed in her arms a giggling Timothy, reaching out for Cheetor.

Toni smiled, "Thanks for looking after my cousin, Cheetor. I owe you guys." Cheetor grinned at that, and Optimus walked up, "Well, seeing as how we've been found out by another…" everyone waited for the final judgement on Optimus' decision, "I guess we'll have to make her a Maximal as well." Everyone else, except for Dinobot and Rattrap, who just merely groaned, went over to Toni and congratulated for joining in.

Justin, Aelita and Alex just hugged Toni back and Timothy just giggled on as everyone welcomed their newest member. Of course this wouldn't mean things would change between them at all.

* * *

**Next Chapter: Double Trouble**


	26. Double Trouble

**Beast Wars**

* * *

**Chapter 25: Double Trouble

* * *

****Predacon Base**

**Labs

* * *

**

A huge, transparent chamber was set up in the center of the Laboratory. An entanglement of power cables was patched to the Chamber from assorted power sources. A continuous pulsating electrical "storm" whirled inside the Chamber. The sound of huge surges of power was heard as it fed the terminals, rapidly boosting the power to its ultimate limit. The components were exploding, laser beams shot out wildly from the various consoles. The overall atmosphere showed that Megatron, Blackarachnia, and Scorponok were in the middle of a dangerous experiment that was on the verge of going out of control.

Megatron was at the main console panel, overseeing the experiment. Its circuits were on the brink of overloading. Sparks flew from the various controls as he ordered Blackarachnia, "Connect the collider cables!" she typed in a few commands and additional cables were robotically connected to the Chamber. He then ordered Scorponok, "Boost particle ionator to triple capacity. Increase Chamber Pressure!" Scorponok raced from one high tech console to the next; punching buttons, adjusting controls, the works. Scorponok looked at the readouts and shouted, "The circuits—they're overloading!"

"Let them! Activate the excellerator…FULL FORCE!", Megatron shouted. Suddenly, a huge explosion transpired in the chamber; the entire lab shook and debris fell from the ceiling. As it cleared, the chamber opened and out of it, was a figure kneeling on one knee, all Terminator style, completely naked and had its head lowered. The figure turned out to be Justin. He just kneeled there, all stiffly, as if in a trance. Megatron, followed by Scorponok and Blackarachnia, raced in to examine him.

Megatron triumphantly spoke, "Success! I present to you a perfect Clone of the human, Justin Seyvont!" He looked at the clone's blank face, "And all I needed was a speck of that human's DNA." Blackarachnia looked at the human with much interest, ignoring the fact that the subject was only in its birthday suit, "Very impressive, but what do we need him for?" Megatron leaned back in his chair while checking the creature's vital signs, "he'll provide us, how shall we say, an unfair advantage, by infiltrating the Maximal base and shutting down their defense grid!"

He cursed himself internally for finding out about their little program, Sentinel, "Of course, he cant transform like we can…but with the 'modifications' I made to his DNA, I doubt it will be necessary." Scroponok waved his claw in front of the clone's face, hoping to get a reaction, "Are you sure this zombie can pull it off?" Suddenly, the clone shot awake and grabbed Scorponok's claw, lifting him up and bashed him across him continuously, until he dropped him, and stepped on his throat, slowly choking him. The clone replied with an evil grin, "Not only am I going to pull it off, Lobster claw. I'm going to chew it up and spit it out in the Maximals' faces."

Megatron was delighted to know that the clone's modifications were taking in effect, "Excellent! Now it's Terrorsaur's job to eliminate the real Seyvont. Then I'll send in the clone."

* * *

**Antigo** **Forest

* * *

**

Near the perimeter, uninhabited by any human eye, the real Justin was patrolling the area, along with Dinobot. Optimus insisted that the two would patrol the area today and Wolffang, Tigertron, and Air-Razor accompanied Grizzly-1 to patrol a certain area in Canada. Dinobot wasn't liking this day as he stopped and stretched while he let out a yawn, "By the Inferno, I'm bored. There's never a Predacon around when you need one." Justin turned around and gave Dinobot a wry look, "Be careful what you wish for, Dinobot. You just might get it if you're not careful."

Unknown by the two of them, Terrorsaur, in Beast Mode, was flying high above their perimeter. After a couple of swoops he moved in closer, looked down and then spotted Dinobot and the human target. He smirked, "At last. Now to give them both a little motivation." He transformed to Robot Mode, and in a mid-swoop, began to fire his plasma rifle towards the two.

In the middle of a yawn, Dinobot was caught by surprise as was Justin, as Terrorsaur blasted the ground around them. Dinobot spoke as his yawn was interrupted, "We're under attack!" Dinobot grabbed Justin and dived out of the way as the destructive firepower completely pulverized the spot where they were standing. Terrorsaur hovered in the distance and fired another blast. Dinobot and Justin both rolled away from the blast and got to their feet. Dinobot shook with anticipation, "At last, an end to the boredom!" he transformed to Robot Mode and returned fire with his eye beams.

Terrorsaur swerved wildly to avoid the blasts, and then switched to Beast Mode. As he did he fled the scene, with Dinobot shouting, "Coward! You won't escape me that easily!" After that, he charged after him, with Justin shouting, "Hey! Wait up!" They both ran after the Predacon to the side of a mountain nearby. They saw Terrorsaur enter a cave mouth and disappear; a beat later, Dinobot leapt into the scene with Justin following behind. Justin stopped for a moment, "Something doesn't seem right about this." "With Predacons, nothing is ever right.", Dinobot commented.

Dinobot took out his rotary blade and sword, and moved forward into the cave with Justin following behind trying to signal for backup. In the cave, as Dinobot and Justin stepped in seeking the Pred, the cave had a high ceiling. Dinobot and Justin moved to the center of the cave. Dinobot shouted, "Where are you, my old comrade? Come out and we'll have a nice little chat!" it was silent for a moment until they heard a reply, "I have nothing to say…"

They looked up and saw Terrorsaur hovering above them, "…except goodbye!", and flew near a narrow opening in the cave's ceiling. Dinobot and Justin realized they were tricked and started for the cave mouth. But before they could get to it, Justin spotted Iguanus and Inferno standing a few feet away from it. They both fired at the mountain causing it to collapse around them. The entrance was closed but inside it was raining rocks as Justin shielded himself from the debris, but Dinobot ran up to him and shielded the boy with himself as they both vanish from the debris.

Terrorsaur chuckled as he flew above the two Predacons, "Rust in peace, old 'comrade'!" Inferno radioed back to Predacon HQ, "Inferno to Royalty. We've disposed of the traitor and the human. Phase Two can now proceed with no complications."

* * *

**Predacon Base

* * *

**

Megatron stood before the communications console, and replied, "Acknowledged. Megatron out." He then turned to the Justin Clone, now fully clothed in what Justin usually wore, and was standing at the ready. Megatron patted the clone on the head, "It is time for you to do your worst. Go!" The clone bowed, "As you command, mighty Megatron." The clone smirked and went to the Gateway to head for Antigo; Megatron looked after him like a proud father, "He's so much more pleasant than the original."

* * *

**An Hour Later**

**Back on the Axelon

* * *

**

Optimus and Razorbeast were working on the main control console. They both reacted as they heard Justin come out of the main hall, "Optimus!…the Predacons…" the clone hammed it up as he raced up to them at the Command Center, and surprisingly passed JackFoot, Aelita, and Toni, who they were surprised he didn't even say hello to them. He slammed his hand on the control console, "They're mounting a full-scale assault on the Axelon!"

After hearing that, Optimus began to get serious in this as he activated a computer grid map, "From where?" The clone pointed in a sector that was a location to a rapid river canyon that fed Antigo's swimming lake. "Grid Omega. You have to lead a counterattack quickly!", the Clone nearly shouted. Just then, Razorbeast asked, "Wait a minute, where's Dinobot? Wasn't he supposed to be with you?" the clone lied, "He was but we were ambushed when we found their little plan. They took him hostage."

Optimus thought about it; there was not way that Dinobot could be stopped or caught that easily. The clone then gave Razorbeast a look to see how they would react to his fabrication. The clone's face had a glimmer of a sneer as Optimus and Razorbeast were both buying. Until Optimus finally said, "There's nothing on the scanners. Rattrap, check the grids around Omega." Rattrap, in Beast Mode, popped up and checked the scanners, "Peaceful as an R-Chambeh. Looks like ole Mechanic-Master ere is seein dings."

The clone took a beat, then bluffed for all he's worth, "No! NO! They're there I tell you!" Aelita looked confused at Justin's behavior while Toni looked a little suspicious. Optimus then crossed his arms and Razorbeast thought out-loud, "They could be using some kind of stealth device." Optimus nodded and decided, "Alright, Rhinox, Foxfire, and Cheetor are close to that sector. I'll have them move in. Justin, you take JackFoot, Rattrap, Snarl, and Razorbeast to where you and Dinobot saw them last and get a fix on their position."

The clone spoke in a distressed tone, hoping to push Optimus to have him stay while he go with them, "There's not time for that! If you don't stop them now, they'll overrun the base!" Razorbeast looked at him puzzled, "Are you feeling okay kid? You seem a little different." The Clone panicked and just cleared his throat, "yeah, I'm just worried about Dinobot, that's all." The girls looked at each other, but JackFoot shrugged, "Okay, whatever."

Optimus then spoke out, "Don't worry, Sentinel can handle the Predacons. And there's no reason to fight a battle we can avoid. Better get moving." "But, but…", the clone said. Then Optimus shot the clone a look, "That's an order." Rattrap and the other Maximals spoken for were at the hatch door and prepared to start out, but JackFoot looked back at the clone of Justin, "Well? Are you coming or not?" Trapped, the clone followed the four out, but not before Aelita or Toni caught a look at Justin with the scariest look of anger you'd ever see on his face.

* * *

**Later**

**Half a Mile away from the Base

* * *

**

The four Maximals and the clone were hurrying along; they were going up a rocky and treacherous slope. Rattrap was the first to speak out, "So where's these Predacons and ole Chopperface? It's quiet as an oiled bearing out 'ere." The clone pointed upward in front of them, "They should be right over that ridge." Snarl spoke out, "Well then, Mates, we'd bettah transform." And with that said, the four Maximized to Robot Mode.

The clone had to think of something before they caught wind of his plan. So he asked dryly, "what are you doing?" JackFoot pointed out, "we've settled into the metal, that's what." The clone pointed out, "Optimus said fix their position, not engage in battle. You can do that better in Beast Mode." The four watched as the clone dashed ahead. Razorbeast, looking oddly at him, transformed back to Beast Mode with the others and followed after him.

They all came to the side of the hill, and they all saw the treacherous terrain. It was covered with crevices oozing with rapid water. JackFoot muttered, "Whoa, talk about rapid rivers." All five of them saw a huge log that spanned the chasm. Razorbeast was the first to go on it, then Rattrap, later Snarl, and finally JackFoot. The clone stood there without anyone even noticing, until he dislodged the log. The shaking caused the four to almost lose their balance; JackFoot turned around and saw 'Justin' was the one causing all the shaking, "JUSTIN! WHAT ARE YOU DOING?"

The clone looked to her with an evil sneer, causing her to for once in her life to quiver in fear. The clone spoke, "I should think it would be obvious.", and then to everyone's surprise, he shot his hand in the log, burying his fingers into the wood, and then lifted the log's end over his head. "Even to Maximal vermin like you."

And with that, the clone tossed the log out of its place and tossed it into the chasm, with Rattrap and the others aboard, yelling or screaming in fright. The clone watched as he saw them descend into the chasm, and saluted, "Rust in Peace, 'old friends'." And with that, he walked away.

Everyone, including Rattrap and JackFoot, were all screaming for help until the tree became wedged between the walls of the chasm. Rattrap sighed in relief, "I knew I smelled a rat through all this…and it wasn't even me." Snarl just shook his head, "Wat's gotten inta' that kid, Mates?" JackFoot just shivered as she transformed to Robot Mode, "I'm not sure; it's as if he's not Justin at all." Rattrap just shrugged, "Or maybe da kid finally snapped. Oh just wait 'til I…"

Then suddenly, everyone felt the tree starting to slip from the sides of the chasm. It seemed that in this position the tree couldn't support the four Maximals' weight. Razorbeast shouted, "Everyone! Hold on to the log and prepare for impact!" they all transformed to Robot Mode and clamped on to the log as tightly as they could, and they fell towards the water. They made contact with it in a big splash, still holding on to it as they got up, and were carried by the water rapids in and out of the passage.

Rattrap shouted, "Aw, gimme a break!", as they all sped on through the rapids on their log-shift canoe.

* * *

**Back at the Cave

* * *

**

The same cave in which Terrorsaur, Inferno, and Iguanus had trapped both Dinobot and Justin in. Only a small light was shown from the same escape route Terrorsaur took as it lit up the debris that buried the two spoken of. Suddenly a huge roar shook the room as the pile of rocks flew or blew away as Dinobot blew them away with his optic blasts and pushed his way out of the pile. In his right arm, was an unconscious Justin, who was knocked out after the cave in; his head was slightly bleeding, and his left sleeves was torn up, along with a few bruises.

The ex-Predacon looked at him and knew he'd better get him out of here. He saw the wall that was closed in and walked to it. He set Justin down gently to the wall, and took out his rotary blade, then he began to cut a way out.

* * *

**Back on the Axelon

* * *

**

Optimus and Aelita were checking out a tactical grid map with Toni and Alex, who had just come back from his practice. Alex asked, "So anything on this Pred assault, Big Horn?" Rhinox, who was on the frequency, replied, "Nope, Foxfire, Cheetor, and I scoped Grid Omega…no sign of Preds or anything else." Optimus then enlarged the map to display the adjoining grids.

He then checked while Aelita spoke out, "This is odd; Justin, JackFoot and the others should have been there to help Dinobot by now." Optimus nodded, "Better have Cheetor and Foxfire check out…", he was then interrupted by a clanking sound and a groan. Everyone turned to see the Justin clone as he was on his knees, feigning on injuries that were similar to what Justin had back at the cave. Aelita was shocked as she ran over to him, "Justin! You're hurt." She held him in her arms to try and help him up. Optimus and the others rushed over to him as Alex asked, "What happened to ya, man?"

The clone replied in a weakened tone, "We…we were ambushed…Megatron's using a stealth device, just like you suspected, Optimus." Toni asked, "But where's JackFoot, Rattrap, Snarl, and Razorbeast?" The clone once again hammed it up, "they were taken prisoner…like Dinobot. Optimus, you have to go at once, if they're ever gonna have a chance at being rescued. The coordinates are 3-9-6."

Optimus then looked stern, and then said, "Alright, but first we've got to treat you." The clone shook his head, "You don't have time." Aelita shook her head, "He's right, I'll look after him; Toni can help out too." Alex looked to the Boss Monkey, "I'll go with you, in case you need some additional hands." Optimus nodded, both accepting Alex's help, and for Aelita's bravery. He turned and hit a control pad and spoke to , "I'm putting Sentinel on automatic, you two. When Justin's been treated, I want you both to take over the scanners and com-links."

Optimus opened the hatch elevator, got in and were out of sight. Outside, Optimus activated his jets, grabbed on to Alex, and carried him into the sky out of the Flyer door. The Perimeter shield activated and surrounded the base with a blue-green glowing shield. Aelita waved, "Good luck.", but then felt a sharp sting on the back of her neck.

She turned around and saw Justin, standing up and sneering at her. She then noticed that he had a syringe in his hand. She gasped as Toni ran up to him and throttled him, "what the hell did you do inject into her?" He smiled, "I just gave her a little something to help her sleep…" he then broke her hold on him and pushed her into the open CR Chamber. And quickly slammed the door's console, causing it to close the Chamber up; Toni ran up to it and tried to slam it open, "Justin! Open this door! Now!"

As the clone turned around, Aelita grabbed him by the collar. She was barely holding conscious as she spoke, "Y-y-you're…not…Justin…arrre...", it was then she slumped into his arms. He smirked, "Nope, not at all." He scooped her up and carried her over to one of the control chairs and sat her down. "I can't have you running away now that Megatron will be coming to collect his prize."

The clone snickered as he looked at the main control panel, "Optimus Primal and the Maximals will rue the day they left this clone alone." He walked over to the main panel and confidently worked at it, "Now all Megatron said to do was to deactivate Sentinel and let him do the rest." But then his confidence took a nosedive when Sentinel spoke out, "PLEASE ENTER DEACTIVATION CODE." The clone nearly shouted, "Deactivation code? Megatron said nothing about that!" He then calmed down, "Oh well, I'm sure if the original could do it, I can figure it out."

He began hitting the control pads, the Cybertronic symbols appeared on a screen display. Satisfied, he stopped, "That should do it." He then pressed enter, but as he did, he immediately got zapped by the console. He yelled out in pain as Sentinel spoke out, "CODE INCORRECT. SCANNING USER."

The clone rubbed his zapped hand as he noticed an outline of himself appear on the main Holo-Screen. It turned slowly as data appeared alongside it. He stepped back, uncertain as Sentinel spoke out, "USER IDENTIFIED AS JUSTIN SEYVONT; HUMAN MAXIMAL." Feeling impatient and enraged, he shouted, "Yes, yes, I'm Justin Seyvont, and I'm ordering you to deactivate, Sentinel." Sentinel then spoke out again as Toni listened from the CR Chamber, "UNABLE TO COMPLY. SUBJECT READS AS SEYVONT, BUT SCAN SHOWS IRREGULARITIES WITHIN SUBJECT'S DNA PATTERNS. PLEASE ENTER DEACTIVATION CODE."

Toni heard that and thought, 'DNA irregularities? Just who is this guy?' The clone got a little ticked off as he typed in a new password. "CODE INCORRECT", Sentinel said as this time, the keyboard hit him with a double dose of zap bolts. He cried out in pain as he was flung back from the console and landed next to the still unconscious Aelita. In a moment, he rose up from dazed as he moaned, "Megatron said this would be easy."

* * *

**The Crevice

* * *

**

Cheetor and Foxfire moved into the area, both sniffing the ground. Suddenly, Cheetor heard a roar of jets as he and Foxfire looked up as Optimus and Alex landed. Optimus asked, "Any sign of them or the Predacons?" Cheetor shook his head in a negative, "No Preds but we did pick up Rattrap's scent a few minutes ago. It ends here." Foxfire looked troubled, "I hope nothing has happened to our friends."

They all looked down into the crevice as Alex asked, "You don't think they…?" Optimus shook his head, "let's hope not. The four have their shares of being a pain in the circuits but I'd hate to lose them. We'd better check back with Rhinox and keep searching." They walked on as they walked next to the crevice.

Meanwhile, the four mentioned Maximals were busy trying to brave the rapids they were caught in. JackFoot shouted, "I can't take this anymore!" Rattrap shouted back, "If ya don't like it, jump off! You'd be doin' us a favar ta get rid of ya whinin'!" Snarl and Razorbeast moaned as they thought, 'how can these two be arguing at a time like this?'

The log they were all on sped on straddling the boulders, unfortunately a three set of boulders in the water had the chance of breaking the log into four sections for the Maximals, making makeshift surfboards for them. All four of them tried their best to balance themselves on them as they continued their wild ride. Rattrap was getting the hang of his, "Now we're getting' some.." he was cut short as his face came into contact with a branch that was growing on the side of the crevice. JackFoot smirked at that, "Well that put a smile on my face." Rattrap just grumbled about something concerning rabbit stew.

Razorbeast looked ahead and saw a terrifying sight ahead, "Heads up, people!" Snarl looked ahead and saw a huge waterfall, with logs flowing over the falls and being smashed as they plunged into another lake that fed the swimming river. "Oh you've gotta be kiddin me, Mate.", was all that he said. Just as all four of them were about to go over the falls, JackFoot jumped on to another log passing by. She shouted to them, "Follow me!" The three older Maximals followed suit, jumping from one log to the other.

She then spotted a stony, narrow ledge on the side of what appeared to be an open cavern. She jumped to it with the others following in pursuit. She caught the ledge, as Rattrap caught her ankles, followed by Snarl, and Razorbeast. Razorbeast climbed up on them and got to the ledge, taking JackFoot's hands and pulling her up along with the other two still holding on to her. They sat down for the moment, taking a breath as Razorbeast commented, "We were almost waterlogged there." The three looked at him with a 'You got to be kidding' look. He shrugged, "I know, I know. It's a terrible pun."

They got up and looked around to find a way to get out of there. Snarl spotted a sturdier boulder and signaled everyone to come over, "One elevator outta here, Mates." Rattrap got the idea as they all jumped on top of the boulder; Rattrap then placed a grenade in the narrow opening of it then jumped on, "Time ta blow dis joint." JackFoot commented, "That's an even dumber pun." The ground blew up under them, shooting the boulder all the way up.

Nearby, Cheetor, Foxfire, Rhinox, Alex, and Optimus heard the sound of the explosion. Cheetor asked, "What was that?" They all rushed toward the sound and came upon the four missing Maximals as they brushed themselves off from the fall. Foxfire ran up to JackFoot and scooped her up in a crushing hug, "Glorious! We thought you were damaged." Optimus asked, "You alright?" Rattrap shot out, "Yeah I will be. As soon as I get my hands on that stinkin' Justin. That tech head tried to scrap us!"

Alex and Cheetor shot each other a look and back at Rattrap, while Cheetor mentioned, "But Justin's the one who told us you guys were trapped?" Rattrap explained in his theory, "Oh sure he did…to cover his own big butt! Ya know, I thought it was Dinobutt doin'all the backstabbin' but it turns out that he couldn't be trusted." Foxfire shouted as she set JackFoot down, "Lies! Your optics were probably malfunctioning; our friend Justin would never do something like that." JackFoot rubbed her arm shamefully, "well, actually…I saw him try to scrap us, Foxfire. Or something that looks like him."

Razorbeast was the one to ask though, "Speaking of Justin, where is he?" Optimus answered, completely unfazed of the situation, "I left him back at the base…alone with Toni and Aelita." Then suddenly, realizations dawned on everyone present there quickly at what had been done. Rattrap then put his hands on his hips and cocked an eye at everyone, "Well…that's just 'Prime'."

* * *

**Back at the Axelon

* * *

**

Dinobot and the real Justin, now fully awake and aching a little, approached the Perimeter Shield. Dinobot commanded, "Sentinel stand down." The Perimeter shield then disappeared as Dinobot and Justin entered the Hatch elevator door. Inside, the clone was just about to enter another code, when Toni mentioned, "Give it up; you've typed every code in there. There's no way you'll be able to…" she was cut off as Sentinel spoke out, "PERIMETER SHIELD DEACTIVATED"

Toni looked shocked and scared for Aelita and the Maximals, while the clone was amazed and pleased. "I did it.", the clone spoke proudly; he then hit a com-link button on his jacket, "Clone One to Megatron…" Megatron replied back to him on the speaker, "Megatron here. Report." The clone pronounced, "Phase Three accomplished. Defense grid deactivated." "And the Maximals?" "Off on a wild vermin chase. The Axelon is yours for the taking." Toni paled as she tried to get out of the Chamber in order to stop him.

The clone then said, "Also, as an added bonus, I've got the Key here. All asleep and waiting for you." Megatron answered, cheered by that piece of information, "Excellent! I will be there shortly to claim the prize. Megatron out." The clone, feeling smug, headed for the exit, but waved to Toni in a mocking fashion. But as he reached the door, the real Justin, accompanied by Dinobot, appeared on the other side. The two stopped dead in their tracks, looking at each other, astounded. While Dinobot and Toni were rubbing their eyes to see if what they were seeing was some kind of optical trick.

To the two Justins it was like looking in a mirror; in unison they scratched their heads, turned right and left, then front again. After a moment of realization, the Real Justin figured that it wasn't a trick. He asked, "What the Heck are you?" The clone answered, "What you might have been had you met Megatron first." And then in a quick motion, he punched Dinobot straight in the jaw, smashing him into the wall. Justin looked at his doppelganger as it hissed and stalked towards him. But Dinobot got up, "Dinobot—MAXIMIZE!" He transformed into Robot Mode and whipped out his weapons; the clone then backed away fearfully, "Oh no." As Dinobot closer the clone shrunk back.

As soon as Dinobot got him backed into the main control table, he demanded, "Well, what are you waiting for? Transform—so I can finish you with honor!" The clone answered, "I…I can't!" Then Dinobot realized the truth about this creature, "Of course; you're nothing but a clone of the boy." Justin was in shock of this; the Predacons had made an exact genetic copy of himself; an evil version of himself. "Well, far be it from me to fight an inferior foe.", Dinobot concluded as he shifted back to Beast Mode. But as he did, the clone got the drop on him by round-house kicking him directly into the CR Chamber that Toni was held in, knocking him out. The clone smirked, "fortunately…Megatron altered my DNA to give me superstrength. And also, I don't share your stupid sense of honor, nor the original's sense of compassion."

Just then, the clone was knocked on the side of his head by a fire extinguisher by the real Justin. The clone looked at him, "I'm gonna use your head for a bowling ball when I'm done with you." The two humans circled each other, then the real Justin swung the extinguisher at the clone again against a wall. But as he moved the clone ripped a metal bar from the wall and rushed at Justin swinging it. Justin barely managed to dodge it a couple of times, before getting hit really hard in the chest. It knocked his breath out, as he was thrown across the room by the impact. He was smashed against the console that Aelita was sleeping next to.

Justin breathed heavily from the impact and the hit he took. He looked at Aelita who was sedated, and got a little peeved at the clone for doing something like that to her. He staggered to his feet as the clone approached him, still holding the bar menacingly. Justin grabbed the end of the beam and used it to slam the clone backwards. Not missing a beat, the clone then picked up a computer wall unit and flung it at Justin. It smashed at his head, knocking him out as he fell to the ground.

The clone panted as he walked towards Justin. He picked him up by the collar of his shirt, and smirked, "Megatron will reward me for this." He dropped him on the ground and moved forward to the exit, passing Dinobot. But as the clone stepped away, Dinobot's left eye opened, gleaming with a feral cunning.

* * *

**Outside the Axelon

* * *

**

Moments later, Megatron, in Beast Mode, and alone arrived at the base. The perimeter shield was still down, as Megatron looked pleased. "Defenseless and completely unguarded. It almost seems too easy…" Megatron transformed to Robot Mode as he headed towards the entrance to the Axelon. Just then the hatch opened to reveal Justin holding on to a now conscious Aelita, and they both exit the base to meet up with Megatron.

Megatron smirked as he kneeled down to meet the girl face to face, "at last we meet, Key. Yess." Aelita shot out, "My name is Aelita." Megatron then cupped her face as he spoke again, "I'd watch my tongue if I were you. You're mine now and you will show me the respect the future leader of Cybertron will deserve." "I was.", she simply said. Not wanting Megatron to bite her head off, the supposed clone asked, "Uh, Megatron, where are the others?"

Megatron stood up as he answered, "Preparing for an ambush for those Maximal fools. Then when they return here, I'll finish them with their own defense grid." Justin simply beamed, "Oh, your brilliance is an inspiration to me." Megatron feeling a little proud, "Oh, you are a most enchanting creature. I may just clone the rest of my troops." Justin bowed and gestured toward the entrance, "And now my leader, the prize is all yours."

Megatron nodded acknowledgment, "Guard her.", he simply commanded as he strode grandly to his goal. But as he passed Justin, he shouted, "Sentinel! Activate Perimeter Shield!" Megatron took one more step as the Perimeter Shield sprung to life. He was blasted backwards, and landed hard a few feet away. He shook it off as he became aggravated at his clone, "So you ungrateful clone, you're as disrespectful and treacherous as the Real Seyvont."

Justin let go of Aelita and pointed out, "There's just one thing about that, Megatron…I _am_ the real Seyvont." And with that, Dinobot jumped out, in Robot Mode, weapons at the ready. Megatron rose up and understood what was going on, "So…you two survived and managed to best my clone after all. A pity. He was such a loyal and respectful fellow. Unlike you!" Dinobot shouted, "Spare me your simpering and fight!" Megatron pointed his T-Rex blaster at him, "Gladly!"

He instead faked it and shot his rocket blaster at them. But as it streaked towards them, it was intercepted by an incoming missile and blew up harmlessly. Megatron looked puzzled as he looked at another entrance in the cave. There standing with weapons at the ready, was all the Maximals as Optimus shouted, "Game's over Megatron." Realizing he had no chance against all the Maximals' combined weaponry, Megatron turned to Dinobot and Justin, "It appears my revenge must be postponed. Until next we meet…a day I assure you will come." Aelita held tightly to Justin's arm in fear for him as she heard that.

Megatron whirled and fired all his weaponry at the Maximals. They dodged it eve as he leapt away into another passage. He rushed away as the Maximals' fire burst around him.

* * *

**Inside the Base

* * *

**

Aelita was treating and bandaging Justin's wounds from the cave in and the fight against the clone. She looked a little depressed at this; Justin got hurt because of all this. But before she could get depressed, she heard Justin speak out, "Hey, it's alright. I was actually fooled by this too, ya know." Just then, all the Maximals came in as they surveyed the trashed control room. Cheetor was the one to talk first, "Man, you and that clone really trashed the place."

Rattrap whacked his head in complete disarray, "Don't tell me ya buyin' dis clone stuff? Mind control, now dat's plausible." JackFoot looked at him deadpanned, "Mind control with super strength? That's the dumbest thing I've ever heard." Optimus then backed them up, "You heard Megatron admit that he cloned Justin, Rattrap." Rattrap shrugged, "Oh yeah, like I'm gonna believe him." He then looked around and then at Justin, "If dere was a clone of da kid, then where is he, huh?" Toni then looked a little fearful, not knowing if she should tell them about what happened. Then Justin asked, "You know that's a good question. What did happen to the clone?"

They heard Dinobot cough to get their attention, and they saw him smile wickedly. Aelita asked a little nervously, "um, Dinobot…do you know?" He finally answered, "I'm afraid he's gone for good. A shame really. He was quite the fighter..." Toni then smirked as she got behind Aelita, "Yeah, he was pretty handsome, don't you think?" Aelita blushed a little at that comment, but then they turned to Dinobot who finished what he was saying, "…and quite tasty."

With that said, Dinobot popped a claw like a switch blade. It glistened as he used it to pick his teeth, grinned and then belched. Everyone, including Rattrap and JackFoot, had bemused reactions to this. Justin just backed away from Dinobot slightly, as Optimus just merely said, "You're disgusting." Dinobot just snickered at this and smiled wickedly at that comment.

* * *

**Next Chapter: A Living Legend**


	27. A Living Legend

**Beast Wars**

**Chapter 26: A Living Legend**

**Canadian Wilderness**

**Alkali** **Lake**

The dam that fueled an abandoned town not too far out of the wilderness at Alkali Lake was left undisturbed. Abandoned in the mid 1950's due to the dam being unstable, it was given to the American Government for uses that have remained to this day as Top Secret. They had only one base constructed on the land base to it, but it was in ruins due to some unknown explosion that to this day also remains Top Secret.

There may have been nothing on the surface, no one ever bothered to check the lower levels of the facility.

**Underground**

**Area 51 Labs**

The underground work area to what was once the dam of Alkali Lake, was now the biggest lab and mechanized factory ever. The main hall was loaded with military type vehicles: Helicopters, tanks, motor bikes with machine guns, and much more. But now they were working on a new project; a certain mechanical wonder their top agent, Agent Bishop, had found in Australia.

In lab 212, three scientists were studying a giant black robot that had features that resembled a sports car. They had dubbed it 'Runamuck' to better remember; one of the guards said it looked like it could run amuck. They were scanning all variables of this creature, but didn't take it apart. They would save that for later but only until they had a better understanding of what they were working with.

So far all the parts and anatomy of the creature were built to function not only as a humanoid skeleton, but through some of the machinations they found that it could shift it's body to take the form of the vehicle. it was the most advanced thing they had ever come across. But nothing as advanced than what their lead scientist, Dr. Archevil, was working on in lab 515.

**Lab 515**

An old man in his mid fifties, slightly bald, in a lab coat, blue workout pants, and a black shirt was examining a fifteen-foot pod. They had discovered it somewhere in the regions of South America and had brought it up here for study. Aside from the robot giant they had, this thing showed to be much more advanced than anything he had ever witnessed.

So far he had discovered the texture and outer frame of the machine inside was microscopic nano-machine skin of some sort while the Endo-skeleton was being covered in it. But the most fascinating thing was the octagon shaped panel in the chest, and in it was a sphere shaped spark of energy that seemed to pulsate like a heart. Truly this machine was beyond the boundaries of any known science on Earth, meaning this technological weapon was of alien origin.

Dr. Archevil was making one last adjustment to the computer, "Now this last code should activate the reserve batteries in this device." It had taken him some time to translate the alien language on this pod. It seemed that this pod was designed as an escape module, but for some reason it hadn't activated yet. Suddenly, the main computer screen in the lab lit up, and on the screen was the same Agent from Area 51. Dr. Archevil looked a little nervous as he spoke to the figure on the screen, "Agent Bishop, this is an unexpected call…even for you."

Bishop answered, "I don't have time for pleasantries, nor do I have any patience in your research." Archevil gulped at his malicious tone. "Have you found a way to activate that unit or not?", was all he asked. Archevil had been working on this pod ever since they discovered it on one of the Pacific Ocean islands, named Isla Sorna. Ever since then they have been trying to crack the code on how to awaken it so they can fully study a solid and working unit. They had no progress with the car model unit.

Archevil gulped, "Uh, well…we've not had any progress as of yet. I just need a little more time with it that's all." Even though he was wearing shades, Bishop was glaring right at him with murder in his eyes. "You better, or so help me, I'll make sure you wont get a job, helping to make the newest IPods.", and with that the screen turned off, ending the transmission. Archevil gulped and began to get back to work as quickly as he could. He would try and try to understand the mechanics of this alien robotic lifeform before Bishop became impatient.

**30 Miles Away**

a huge blizzard was blowing through the pine trees of the Canadian wilderness. Out of the snow came Foxfire and JackFoot, both in Beast Mode, Following Grizzly-1, who was shielding Toni and Aelita. Aelita was wearing a yellow winter coat with white fluff trim on it, and black stockings with snow boots, with brown winter finger gloves; she also had on a red scarf that Justin had given to her wrapped around her neck.

Toni was wearing a black winter duster coat with black boots and purple mittens, with a purple scarf and earmuffs. They both had on their respective backpacks due that what they needed to do was a simple rescue mission. At the Axelon, they had discovered a silent beacon from a stasis pod emanating from the frozen wilderness in Canada, a place that Grizzly-1 was quite well knowledgeable. Optimus would later on rendeveuz with them as soon as they can.

Toni asked while shivering for a moment, "Why is it that we came along instead of Justin?" Foxfire replied, "I believe he had spoken to me and Aelita earlier. He is engaging to finish a project that would help the Maximals if it functions correctly." Aelita then rubbed her hands together to try and shake off the cold, "I hope we find the pod." She then turned to Grizzly-1 and shouted, "How far to the Pod, Grizzly-1?" The big grizzly bear turned around slightly and shushed her, "Don't yell. We're in the Mountain wilderness. One loud sound could cause an avalanche."

Aelita covered her mouth as quickly as she could, while JackFoot muttered, "I don't see what the big deal is." Aelita asked, "What?" "I said I don't see what the big deal is.", she replied. Aelita still couldn't hear her, due to the blizzard, "WHAT?" JackFoot sighed and yelled at the top of her audio cords, "I SAID I DON'T SEE WHAT THE BIG DEAD IS!" Everyone, including JackFoot, paled at what just happened, including a huge roaring sound.

Grizzly-1 looked upward at the nearby mountains and saw a huge wave of snow going down, and terrifyingly, right into their direction very quickly. Grizzly shouted, "Everyone, scatter and take cover!" Grizzly-1 went with Toni, while JackFoot went solo as always, but Foxfire and Aelita ran as fast as they could. The charging snow was heading right for them as it quickly buried Grizzly-1 who shielded Toni. JackFoot was nowhere to be seen as the snow moved in quickly.

Foxfire switched to Robot Mode and grabbed on to Aelita to get away as quickly as possible. But they were running out of room as they were dodging the trees. The snow was getting closer and closer at them; Aelita watched in horror as she thought only one name, 'Justin.' Then suddenly, not noticed by Foxfire, she glowed light blue for a moment as the two of them were engulfed in a blue ball of energy as the snow covered them over.

**Back at Lab 515 and 212**

The doctors were examining the unit Runamuck while they were trying to understand the strange energy signature within the chest cavity. One of the scientists was examining the face structure, until the yellow eyes lit up with life. This spooked out the scientist as he fell over on the ground and then scrambled over to the other terrified scientists. The creature groaned a little as he got up, tearing off the equipment and cords that held him down. He stood up and the scientists stood there almost about to pee their pants or poop in them as they saw the giant stood taller than they did ever imagined. The creature then looked down and saw them, "Aw, scared little germs." He walked towards them, "Time to squish some bugs!", he shouted as the scientists screamed as his feet came down on them.

The guards rushed to Lab 212, only to see something-huge bust through the doors. The commander shouted, "FIRE! FIRE TO KILL!" The men took out their firearm and fired at the creature. The bullets bounced off him as he cackled, "Your bullets don't even itch me." He then kneeled for a moment, and then in a flash, the creature's body shifted, and in no time at all, he was now in the form of a sports car. He zoomed right into the men as they tried to reload the guns, but he ran them over or booted them aside as he drove through.

The security ordered, "Shut the Flood Door!" The main door that was connected to the dam was the Flood Door, and the only way out for a big fellow like Runamuck. In case an enemy was coming in the hallway they would flood the door and drown them out. Unfortunately, they didn't count on the idea that the enemy could drive their way out of there. The creature called Runamuck was pile-driving his way through the halls until he made his way to the Flood Door. He stopped and saw a group of soldiers with automatic rifles at the aim. He also noticed the Flood Door about to close.

"I don't have time for this Slag.", he stated as he burned rubber and charged on through. The guards fired at him, only to have him transform to Robot Mode and jump to the door. He caught the door before it closed and forced it open, breaking the door. He ran down the hall and transformed to Vehicle Mode as he plowed through the snow and disappeared from Alkali Lake and straight on into the snowy wilderness, unable to be seen by the human eye.

The soldiers were about to go after it but then they heard a huge roar and then a big bang sound. It sounded almost like something tearing metal apart. One of the soldiers ran up to the commander, "Captain! Something broke loose in Lab 515!" He ordered everyone with a weapon to run to that lab as fast as they could. As soon as they got there, they saw the whole place was a wreck. They also saw Dr. Archevil, still alive but unconscious, with his head bleeding slightly and his right forearm and hand missing.

The men looked all around the room and saw nothing of importance, except the huge hole in the wall. A hole made by nasty, big, razor sharp teeth.

**30 Miles Away**

Snow was pouring down from the sky like there was no tomorrow as it fell over the snow from the avalanche. The floor snow bed was peacefully undisturbed, until a massive robotic clawed hand popped out of the snow. Grizzly-1 had pulled himself out of there, holding onto Toni as if she were a newborn. She coughed a little and groaned, "Remind me never to go sledding or skiing ever again." Grizzly-1 nodded his head, "I'll remember to get that in writing."

He set her down for the moment as they looked around to see if the others had survived. Grizzly-1 opened a compartment in his left forearm that held some kind of tracking device as he surveyed the area. Toni then spotted two others popping out of the snow, not too far from them. "Don't bother, I see two of our buddies not far from here.", she said as she ran towards them with Grizzly-1 not far behind.

Foxfire was helping Aelita out of the hole they had dug out from the snow. Foxfire supported Aelita as she nearly collapsed, "Aelita, are you damaged?" Aelita groaned as she tried to get up, "I-I'm not sure. I don't…feel okay…" it was at that point that she fainted. Foxfire caught her and felt a rush of panic wave over her. Toni and Grizzly-1 had gotten over there and found the two; Foxfire looked to Toni and asked in a panic tone, "Toni, what's wrong with Aelita? She just collapsed and now she's burning up! What are we going to do?"

Toni took off one of her gloves and put her bare hand on Aelita's forehead. She then looked to Foxfire and answered, "it seems like she's got some kind of cold, I guess." Foxfire then panicked some more as she spoke in a squeaky voice, "A cold? Will she die from this cold?" Toni then explained, "It's nothing serious; a cold is sort of like a computer virus; it'll just make you a little dizzy and restless." Grizzly-1then scooped up Aelita and held her close to him in order to keep her warm. "There's a cave not too far from here. It's where a hot spring's located so we'll be able to warm her up and wait for the others."

Then Foxfire asked, "But what about JackFoot? We lost her during the avalanche." Grizzly-1, without turning his back to them, continued to where they needed to go but answered, "As soon as we get Aelita into the cave and rendezvous with Optimus, we'll send a search party for her." They couldn't argue with that and so they followed him towards their destination. Toni turned a little at the landscape and silently prayed, "JackFoot, wherever you are…be alright. Okay?"

**Five Miles Away**

Through the snow and the blizzard rushing in, Runamuck was spiraling around it, trying to find out where he was. He had tried to make contact with anyone of his comrades, or his leader, the Almighty Megatron. Unfortunately, all he seemed to get was static or no reply; this only led to the assumption for the worst lateral: he was either left behind, or the Autobots and Decepticons had wiped each other out and he was the last one alive.

However, this didn't seem to damper his spirits, "Hey, wait…if I'm the last. Then that means this is my big Pay Day." In the days during the Great War, Runamuck and his former teammate, Runabout, weren't soldiers or grunts; they were the kind of Decepticons that liked to cause trouble and mess around with the enemy. True they were both loyal, but in the sense of the Autobots, they were dangerous on the road.

Still, if he could find what Megatron back then was seeking out, he could become the most powerful Transformer in the history of Cybertron. He snickered, "Alright, then all I've gotta do is…" suddenly, a beacon went off on his radar; he switched it on and found that there was a huge energy source radiating somewhere in the area. "Bingo", he just said as he drove around, trying to find whatever he was looking for.

Elsewhere, JackFoot was found, laying in the snow, sprawled around like she had been beaten up numerous times. The snow was beginning to blanket her as she lay motionless; it seemed that she didn't take enough cover in time as the avalanche had hit her like a semi hitting a turtle at those speeds. Her body began to surge as she wasn't soaking with Energon buildup (Canadian wilderness appeared to be a safe zone), but rather something was damaged as she moaned with pain and slightly injured.

Then suddenly, she heard a huge thud, then another one after a brief moment of silence. She remembered what that was after watching Justin's copies of Jurassic Park, the Lost Word, and JP3; it was what was known as an impact tremor: a tremor made from a very huge impact like a huge foot stomping on the ground. And she felt it getting closer to her, closer, and closer. Until then it stopped only a few feet away from her. She looked up a little to see who or what it was, but her optics were too messed up from the avalanche that she couldn't see straight at that time.

"M-Megatron", she merely wheezed as she finally powered down and went into stasis lock. The giant figure just stood there as it scooped her up in what appeared to be a giant dinosaur mouth, and walked off into the blizzard.

**Ten Miles Away**

It was dark when she opened her eyes as she slowly stirred from collapsing in her friend's arms. She felt a little better but still weak from whatever it was that happened to her. She got up slowly, as she felt a little warm but also felt a cold draft, as her vision was becoming a little clear again. "I see you're feeling a little better, Aelita." She recognized the voice to which it was speaking to her. It was Toni as she saw her with Foxfire, in Beast Mode, curled up next to her sleeping. Aelita asked, "What happened? Where's JackFoot and Grizzly-1? And more importantly, where are we?" Toni sighed as she pointed to her right; Aelita saw that they were in a cave and on their right a few inches away was a hot spring within the cave. But what surprised Aelita was the fact that her clothing, including her underwear, were hanging over it by a wire embedded on the walls above it.

Aelita looked down at the jacket that Toni put on top of her and looked under it. She blushed completely crimson as she realized she wasn't wearing anything except for the jacket on top. She nearly screamed out of embarrassment as she clung to the jacket, trying to cover herself. Foxfire woke up and asked, "What is it? Who was screaming in panic?" "I am, on the fact that I'm in the nude!", Aelita screamed as she was still embarrassed at this.

Toni gave her a glare, "Well you're one to blame for that. We're just drying your clothes out before your cold got any worse in this kind of environment. Plus, why didn't you tell us you had a cold?" Aelita lowered her head at this and replied, "I didn't think it would be a problem; plus I really wanted to help on this." Toni sighed and apologized for her outburst, while Foxfire walked up to her and rubbed against her like a kitten would.

Just then, Grizzly-1, along with Optimus, Tigertron, and Justin, dressed in a brown winter jacket, blue jeans and black snow boots, had come in. but boy, did the come in the wrong time as Justin saw Aelita get up with the jacket covering only the front of her and not her backside. The two blushed with embarrassment as Toni and Foxfire both yelled at the boys, "WHAT ARE YOU THREE GAWKING AT!"

**Two Miles Away**

She slowly stirred awake as her internal computer came back online, "SYSTEMS HAVE BEEN RESTORED. INTERNAL REPAIRS COMPLETED." JackFoot slowly got up as she groaned, "oh man, I guess I wasn't fast enough to get away from that avalanche." She got up on her feet groggily but steady and she looked around to see where she was.

It was a frozen waterfall and lake area to where she was while she was on the snowy land. She thought outloud, "I've got to find the others. They're probably worried sick about me." But before she could go anywhere, she heard and felt more of those impact tremors. She then remembered about the last thing she had seen before going offline, "Megatron", she whispered. She looked around and waited for whenever he might have attacked, but then suddenly, right behind her, the menacing dinosaur was right behind her as it appeared from the side of the waterfall.

She stepped back lightly to try to get some distance from her and him. "Stay back!", she yelled as it walked slowly towards her. She brought up her arm blasters as the rabbit's eyes glowed green, "I said STAY BACK!" the creature wouldn't obey her threats, so she shouted, "I WARNED YOU!" and fired at the creature's face. The beast recoiled as it grabbed it's nose, "OOOWWWWW!", it roared as it stepped into the light. JackFoot got a good look at it now and realized it wasn't a purple and green T-Rex, but instead was a giant gray Carnotaur with dark gray spots on it's back and dark gray claws, with two horns on top of its eyes.

"Why Girl hit my nose?", it spoke in a deep gruff voice, that sounded like a grownup male, but at the same time, childish. JackFoot looked a little puzzled at this dino's reply, "Uh, are you a Maximal by any chance?" the Carnotaur looked down at her with its Jungle Green eyes and replied, "Me, Grimlock Maximal, but Me, Grimlock once Dinobot." Aside from the third person narrative, she didn't understand a word this guy was saying. That is until the words 'Dinobot' and 'Grimlock' were finally processed.

JackFoot then went all big anime eyes on this one as she questioned, "Grimlock? The Grimlock? The Leader of the legendary Autobots, the Dinobots, Grimlock?" The one called Grimlock thought about it as JackFoot kept looking at him with starry eyes until he answered, "Uh….Me, Grimlock think so." A smile spread across JackFoot's face, much to Grimlock's confusion, until she squealed and screamed with delight as she jumped right at Grimlock's face and clamped on to it.

"AAAAAAHHHHHICAN'TBELIEVETHISI'MWITHALEGENDARYTRANSFORMEROHICOULDJUSTDIEANDGOTOTHEMATRIXAHAPPYFEMBOT!", she blurted out in a speed that would probably fry her system out. Grimlock looked a little freaked out and asked, "Uh, is Fembot all alone on planet with Grimlock?" it was then that she snapped out of her idle worshipping and sat up on Grimlock's nose and looked at him in his left eye. "Oh no, I'm part of a search team that's looking for you." It was then that it hit her in her processor, "D'oh! I just remembered, I got separated from them. I don't know where they are."

It was then that Grimlock turned around and started to walk on with JackFoot sitting on his head. "Me, Grimlock say we should find them." JackFoot just held on and let the big Maximal take her as they began to find the rest of JackFoot's search team.

**Back with the Group**

Optimus and Justin had joined up with the search team and now were searching for the missing JackFoot, when Aelita got dressed of course. "So before you got separated, what happened to the pod's signal?", Optimus asked Grizzly-1. He simply replied, "Well when we got close to the signal's array, it suddenly got weak. Almost as if it was shielded or in some kind of metal building." Optimus went quiet all of a sudden, 'does that mean that someone might have found out about us besides Justin and the others.'

Justin and Aelita were being a little quiet to each other; probably due to the fact that Justin accidentally saw her backside. Toni and Foxfire were watching this from behind them; Foxfire couldn't understand human thought patterns like this. She turned to Toni and asked, "Toni, you're a human female, correct?" Toni nodded, "Yeah, so?" "So I thought that you might know why females act so aggravated when a boy catches them undressed." Toni was a little surprised at this question and tried to answer the best of her knowledge, "I guess that it's kind of inappropriate for a boy to see a girl nude…only until they're adults and they're married, that is."

Foxfire thought about it and replied, "I guess that is plausible, but it is still strange for humans to act in such a way." Toni had to nod at that response. Suddenly, they noticed that everyone had stopped and wondered why. They had noticed that a few yards away, a black sports car was right in front of them. Optimus and Grizzly-1 were wondering what was going on until the car spoke up, "Man, what's happened during the past few million years I've been asleep? Mini-transformers? Gimmie a break!"

Optimus got his blasters at the ready, "I'm Optimus Primal of the Maximals! Who are you?" the car spoke up, "Maximals? I guess I have been gone a long time." And then suddenly, by everyone's eyes, the car transformed into the giant robot, "The name's Runamuck! Soldier of the Decepticon army" his leg then opened a compartment in his right leg, and he pulled out a gun. "And I'm here to take not only the key, but your sparks as well.", he said with an evil glint in his eye.

Optimus and Grizzly-1 got at the ready, as did Foxfire as she got out her dual machine gun blasters and stood in front of the kids to protect them. Grizzly-1 mumbled, "A living Decepticon. What are the odds, eh?" Optimus nodded, "True on that; I'm actually glad JackFoot didn't get involved at this. She could have been in danger."

Just then, a huge roar came out of nowhere, and before they're eyes, a giant Silver Carnotaur charged forward with JackFoot on its back. And in one mighty charge, tackled the giant Decepticon making him sped on the ground.

The Maximals were startled by this turn of events, but were relieved when they heard a familiar voice. "Hey guys, what's shakin'?" JackFoot appeared on from the back of the Dinosaur, and jumped down. Luckily Optimus caught her and put her down, "I take it this is the new Maximal?" she nodded with excitement, "Yep, and the best part about him is he's a real veteran of the Great War!" Grizzly-1 looked up at him, "This big bozo?" the Dino shot him a look and shouted, "Me, Grimlock no Bozo! Me, Grimlock, King!"

Just before they could ask about the creature's name, Runamuck fired a warning shot at Grimlock, making him almost tumble. The Decepticon then shouted, "I don't care if you're the queen, the Key's mine!" Grimlock looked at the Decepticon and then looked at the three humans. It was then that when he looked at the blue-haired girl, a spark of memory of his old Autobot days came back.

He then turned to the Decepticon, "Grimlock don't think so. Grimlock—MAXIMIZE!" the Carnotaur then transformed into a twelve foot, white and bronze colored humanoid robot. The Carnotaur's mouth had split right down its jaw and became the robot's forearm and hand guards, mostly acting as arm shields. The Carnotaur's forelegs had become the robot's lower legs and feet. The robot's design was almost that of Megatron's, except for the differences with the Dinosaur's head and the fact that the small arms of the dinosaur were located on the sides of the robot's hips. The head of the robot, however, was different, it was shaped like Dinobot's only with a few differences: it was dark gray, the points on the head weren't pointy but rectangular, there was a white mouth guard to where the mouth should have been, and instead of eyes, there was a light green eye visor.

Optimus then whispered to himself, "That's him. Grimlock; the legendary leader of the Dinobots." It was almost a shock to him as he saw that one of the living legends was actually a crew member aboard his ship. And now after three hundred years, the legend was about to battle against a Decepticon in such a long time.

**Next Chapter: Grimlock vs. Runamuck**


	28. Grimlock vs Runamuck

**Sorry for the delay; I've been suffering Beast Wars writer's block, here. Please excuse me if this chapter is too short.**

* * *

**Beast Wars

* * *

****Chapter 27: Grimlock vs. Runamuck

* * *

**

The two legends of the Great War stood face to face, tooth to gears. The Maximals, Justin, Aelita, and Toni both looked at this with their hair or wires standing on end as they saw two long lost legends of both Autobot and Decepticon. Optimus was still trying to figure out something: how could a Decepticon that big still be functional after so long? And how on the planet Earth could it avoid being detected ever since they were reactivated for so long.

However, that train of thought was halted as Runamuck charged forward at Grimlock, "I'm gonna make sure you go extinct, Dino-Boob!" He then transformed into his vehicle mode and slammed right into Grimlock. Justin shouted, "That's dirty fighting!" Grizzly-1 merely mentioned, "That's how a Decepticon fights, kid. But Grimlock's a seasoned warrior. He's not beaten yet."

Justin turned back to the fight, and saw that Grimlock had firmly grasped the hood and lifted the Decepticon high in the air. He then grunted, "Me, Grimlock, not go extinct. You go bye-bye!" And with his immense strength, Grimlock threw the Decep straight forward and into the ground.

The Maximals and humans stared in awe at this; JackFoot was whispering, "This is Alpha-numeric. I'm watching a living legend at work." Toni could only stare as her jaw was open as she stated, "If I could, I'd be taking pictures of this and sell it as the fight of the century." Just then, Runamuck transformed angrily as he looked at Grimlock and shouted, "Oh, I'm not getting a beat down from a fossil LIKE YOU!"

Runamuck then transformed angrily and his right hip opened up to show a blaster of some sort. He then pulled it out and prepared to shoot him, but was unaware of a certain Grizzly Maximal shouting, "BAAAANNNZZZAAAIIII!" Runamuck only had a split second before Grizzly-1's fists came smashing down on his head, power driving him into the snowy ground.

Grimlock looked down to Grizzly-1 and gave him a thumbs up, "Me, Grimlock thank Bear Bot for the hand." Grizzly merely smirked, "Anytime, Big guy." The two turned to the unconscious Decepticon as the two just sneered at him and walked away towards Optimus and the others. However, the two were unaware that Runamuck was playing dead as he slowly reached for his gun.

However, he didn't know that Aelita saw the Decepticon saw him getting up with his weapon, did she shout, "Behind you!"

The two heard that response and turned around, only to have Grizzly-1 get hit by the shot. Grimlock shouted, "Friend!" But then he got shot in the shoulder and fell to the ground. The Decepticon then looked at Aelita and growled, "Hey, you!" Aelita flinched at that and immediately got behind Justin.

The giant got closer as his feet made the ground shake and roar, "Stay out of this, Key! A prize shouldn't even talk to the losers." It was then that Justin shouted back, "Aelita's not a prize, you tin plated virus!" Runamuck just growled as he aimed for Justin, "You should keep your mouth shut, Germ!" suddenly, Optimus jumped in front of them both and shouted, "Maybe you should chill, Decepticon!"

He then brought out his arm shot guns and fired straight at Runamuck. The shots made impact at Runamuck as he stumbled over, but then he chuckled. He shouted, "You call those blasts? That felt more like a punch than an explosion, you stupid monkey!" He cackled and then prepared to kick him, though he wasn't counting on Optimus activating his rockets and using them to stop his foot, pushing him a couple of feet away from them.

He then turned to the kids and shouted to JackFoot and Foxfire, "Foxfire, JackFoot! Get the kids out of here!" Foxfire shook her head, "Of course, Optimus!" She turned to JackFoot and replied, "Come, JackFoot! We have to go!" JackFoot shook her head, "No way! I'm staying to help." Optimus shouted, "That's an order!" However, she chose to ignore it and ran straight towards Grimlock.

Optimus shouted, "JACKFOOT, NO!" He knew that girl wanted to prove herself to a living legend such as Grimlock, but this was no time to color anyone impressed. He then turned to Foxfire and ordered, "Foxfire! Get Justin, Aelita, and Toni out of here! Now!" Foxfire was about to say something, but then, suddenly, Runamuck stepped up and managed to kick Optimus away. He then looked over to the teens and chuckled, "Here, little Key…", he then reached towards Justin and Aelita, who was behind Justin in freight, "…I'll take good care of you."

Then suddenly, Tigertron, in Beast Mode, popped up and bit him on the hand that reached for him. The Decepticon just lifted his hand at the furball and muttered, "You've got to be slaggin' kidding me here." And with one mighty swing of his arm, he tossed Tigertron towards the open snowy area, and slammed into one of the trees. The kids shouted, "Tigertron!", in worry of the white tiger Maximal, as he went into stasis lock. The big Decepticon then looked at the kids and cackled, "Now, where were we?"

Then suddenly, Grimlock, now in Beast Mode, ran over as well, letting out a mighty roar, and bit the Decepticon in the right arm, pulling him away from Aelita and the others. Foxfire was able to get the others to follow her with ease, but Aelita looked back in worry at this as she watched in horror as Grimlock threw Runamuck back with him still biting his arm. Runamuck growled while gritting his teeth, "Let…go…of…my…ARM!" Then with a growl, Grimlock growled, "As Decepticon wishes." And threw Runamuck to the ground.

He then let out a mighty roar and jumped onto the Decepticon's chest, nearly crushing him.

As the fight stood still, everything was silent for only a second. Grimlock muttered, "Me, Grimlock, think I broke him up…little bit." But before he could jump off him, in a split second, Runamuck's eyes lit up again and he grabbed Grimlock by this left leg and slammed him to the snowy ground. Grimlock's systems were getting pretty messed up by this as he was barely able to get back up.

Then Runamuck got back up to his feet, and walked over to Grimlock, stomping on the Carnotaur's neck and head. He was about to crush the Maximal's head, until something caught his eye. A gorge only twenty-five feet away; he smirked at this as he grabbed the Carnotaur by the tail and dragged the still dino along the way. He stopped only a few feet from it and looked down; it was dark and narrow, seemingly going on forever. Runamuck grinned at this as he looked down at the damaged Grimlock. He then grabbed him by the throat and lifted him above his head.

Grimlock was barely awake when Runamuck snarled, "I'll see you in the Pit, Autobot." He then hovered Grimlock over the gorge, and nearly threw him in there. That is until he felt a strong force pulling him back. "What the…?", Runamuck asked himself as he felt something pulling at his lower legs. He looked down and saw Grizzly-1 and Optimus struggling at his feet. It was obvious that they were trying to get him to release their friend.

He snarled at them, "I'll deal with you shrimps later.", he then held Grimlock with one hand and reached for his blaster and pointed it at them. Optimus saw this and shouted, "Evade!", and he and Grizzly-1 jumped out of the way as he shot at them. Having them scattered, he made another attempt to drop Grimlock into the gorge. That is until something shouted, "Hey, back off, Roto-Muck!" Runamuck turned around and saw that little rabbit Maximal called JackFoot jump up on his back, and perform a barrage of kick attacks to his head.

"Little brat," growled Runamuck and smacked her to the snowy ground, "Wait your turn!"

JackFoot winched as she started to get up, then her internal computer went on, "UNIT JackFoot DAMAGED. RETURN TO BEAST MODE." Tears started to roll down JackFoot's face, but she wouldn't give up, "I'm not about to let some stupid car-bot put me in the repair bin." She jumped back up and back up Runamuck once more, only to get thrown back. Runamuck shouted, "I said, WAIT YOUR TURN!"

It was around this time as she got up, she was bleeding mech fluid and this time, she turned to Beast Mode, jumped onto his shoulder, and bit hard into Runamuck's neck. Wires flare and Runamuck screamed in pain, "WHY YOU LITTLE…!" He then released Grimlock as the giant Maximal's body slammed onto the edge of the canyon, and this time, the Maximals and humans quickly ran up to Grimlock and tried to pulled him up.

As Grimlock was helped up, everyone heard a certain screaming. "AAARRGGHH!", screamed out JackFoot as Runamuck had grabbed her and began to slowly crush her, much to his delight. Grimlock then shouted, "ME, GRIMLOCK, NOT LET YOU HURT FRIEND!" As he got up, he shouted, "GRIMLOCK---MAXIMIZE!", and transformed back to Robot Mode. And then by everyone's surprise, he charged straight towards Runamuck as he let out a battle cry and tackled the Decepticon to the ground. And then with a quick catch, Grimlock quickly caught the unconscious JackFoot and then gave her to Grizzly-1. "Take care of friend, Friend.", Grimlock said to him as JackFoot lay unconscious in his hands. Grizzly-1 nodded, "No problem, Grimlock."

Runamuck just laid there in the snow all still and lifeless; Grimlock is about to smash his head until Aelita spoke up, "Wait, please! He's already down; let's just leave him." Optimus nodded, "She's right. We'll find a way to deal with him later.". Forgetting about the Decepticon, he quickly turned over to them and walked over, to see if everyone was all right, including Aelita. It was still a surprise to him, 'Me, Grimlock, thought the Daughter of the Oracle was lost when the Swarm invaded…'

Just then, Grimlock's optics were frozen with surprise and then went dim. Optimus and the Maximals saw their newest comrade fall down to the ground with the kids getting out of the way. The frightened humans and startled Maximals looked to see wires sparking out of his back and they look up to see Runamuck holding some of Grimlock's circuits in his hands. He snickered, "Finally, I thought that shmuck wouldn't let his guard down."

Without their weapons or repairs made, the Maximals were now powerless to stop this new threat. Optimus gritted his teeth as he realized that his arm cannons were out of ammo, "Slag it. This looks like it could be it for us." However, he shouted, "Maximals! Protect the kids!" After he shouted that, he ran towards the Decepticon, followed by Grizzly-1 and Foxfire.

The Decepticon dropped them and reached to grab Aelita. She shook with fear as she whimpered, "Justin…I'm scared." Justin shielded her, along with Toni as he told her with confidence, "I promise, Aelita, nothing will happen to you." Toni nodded as Runamuck came closer, "Yeah, no way are we gonna let this gas guzzler hurt ya." She looked at her friends with bewilderment at this; the Maximals were down and out and they had no weapons. Tears streamed down her eyes as she looked at Toni…at Justin. 'Why?...why would they risk themselves….?'

Suddenly, at that moment, her eyes suddenly flashed blue.

then around the same time, a blue light flashed around the Decepticon, Grimlock, JackFoot, and area except for the others and Justin looks over to see Aelita's eyes started to glow.

After a minute, everyone fell unconscious, but then suddenly, a huge explosion of light shot out and with it a tremendous blast wave. Runamuck shouted in pain as most of his components were torn off of him and he was sent flying across the snow, never to be seen again.

* * *

**A Few Minutes Later

* * *

**

The vast snowy ground to where the battle was fought on was now covered in a blanket of snow. That is until an ape hand popped out of the ground, along with Optimus. He woke up with a groan to this, "Ugh, I feel like I got hit by an Energon blast wave." Then suddenly, Tigertron suddenly popped out as well, without even damage or tear to him. He ran over to Optimus as he was bewildered by this, but turned back to finding the kids as the two looked for them through the snow. Then Grizzly-1 popped up and shouted, "Over here." As the two met up with their big friend, they stopped to find Grimlock and the kids lying in the snow, nearly buried in the snow.

Optimus saw Justin laying fast first in the snow and then pulled the boy up with some snow sliding off of him. He asked, "Justin? Justin, are you alright?" Justin stirred a little as he groaned, "Ugh, I don't recommend doing whatever that was ever again."

The four then began to pull out others out as they were still unconscious. But when Justin pulled up JackFoot, he was surprised to see her in normal health. No scratches...nothing. He then looks over when he hears Toni yelped awake. The others, along with Justin holding on to JackFoot, saw Toni once standing there in the snow until something rose underneath her and she was now holding onto the back of Grimlock. He roared, "Me, Grimlock, KING!"

She slid off of him and is stunned to see that he was back in tip top shape too. "How the heck could you have gotten back in tip-top shape?" Grimlock looked at himself, and shrugged, "Not sure, me, Grimlock, just lucky, Grimlock guess."

As the others just stood there in confusion, Justin then looks over to Aelita, who was in Grizzly-1's arms, still unconscious, and he remembered her glower eyes. 'It's just like the same as in the library…', he thought to himself as everyone then decided to head back to the Gate port.

but as they walked back towards their destination to home, Grizzly-1 then turned to Optimus and asked, "Where's Runamuck?" Optimus stopped for a moment, and looked at the snowy blizzard. He then remembered the blast wave and hypothesized, "Probably gone for good. I hope."

* * *

**One Hour Later

* * *

**

The agents were scurrying and salvaging around the remains of what was left of the Decepticon. For what they could find were just some body parts that were barely salvageable. It was during this time that a chopper was coming in from the sky and landed on the snowy ground.

Out of the chopper, stepped out Dr. Archevil but he was different now. He had a cybernetic dome on what used to be his skull, and his right hand and forearm replaced with a cybernetic limb. With him, was the same slick blonde haired agent from Area 51. Archevil groaned at this, "Oh this is just perfect. A month of studying this robot's body, only to have it end up as scrap metal."

He then turned to the agent and weakly smiled, "I'm terribly sorry about this, Agent Bishop." Bishop was merely silent as he asked, "And what of the other specimen?" Archevil scratched the back of his head, "Well, our scouts were able to get into the area and found signs of a struggle….", he then cleared his throat at what he said next, "..Where we also found other footprints."

This peeked Bishop's interest as he was about to ask, but was interrupted as one of the other agents shouted, "Sir! We found something!" The scientist and Bishop ran towards them and when they got there, they were a little surprised at what they saw. A massive core that was pounding with energy; Archevil stated out loud, "That must be the robot's power core, or Spark as I've dubbed it."

Bishop smiled at this; if the body couldn't be usable any more, then the 'Spark' as Archevil put it, would be more than useful.

* * *

**Next Chapter: Beach Party; Dead Man's Chest**


	29. Cruise Party pt1

Sorry it's taking so long, but this part of the story was a real brain buster

**Sorry it's taking so long, but this part of the story was a real brain buster. I've been trying to come up with something here, and the left side of my head is running dry here on ideas. **

**Sorry about this, but after a long wait and thinking it out…I've decided I can't introduce Snapper, Razorclaw, Cyber-shark, or ClawJaw. I'm sorry…I know this must stink for all of you, but I just can't think of anything on what to do for part three of this arc. So I'm redoing it as a duo arch.**

**Beast Wars**

**Chapter 28: Cruise Party; Deep Rising pt. 1 **

**Seyvont Residence**

Cheetor ran up the stairs in Beast Mode, but not before he greeted Rachel outside to let him in. He was coming in to see Justin and Aelita; they were about to see if they could do something for their newest comrade, the Legendary Dinobot, Grimlock, in finding a place for him to stay. Since they came back, they had to find for him a place at the base for him to fit, seeing as how it would prove difficult to get him inside. When the cheetah went to Justin's door and opened it, he stared in confusion as he saw Justin running around the room, grabbing anything that was an article of clothing, and stuffing them into a suitcase, and a duffle bag.

Justin ran frantically around as he muttered to himself, "Okay, let's see…shoes, socks, shirts, pants, formal dress, swimsuits…" he frantically dug through his entire wardrobe, throwing things around, even as Cheetor walked up behind him. Unfortunately that proved to be a bit error for the Cat-bot as a pair of boxer briefs were flung into his face.

Cheetor suddenly went wide eye as he yelled out, "AAAAGGGHHHH! JUSTIN!" He then waved his head around frantically as the underwear fell off finally.

Justin turned around and stopped his rant long enough to see what he had done. He chuckled at the scene to while Cheetor furiously licked himself clean, in order to clean himself. Justin chuckled, "Sorry about that, Cheetor. I'm just trying to get ready for the trip."

Cheetor raised an eyebrow as Justin went back to packing, "Trip? What trip?" Justin turned to his furry friend as he packed some shirts in, "It's a Spring Break Field trip for two weeks to the Japanese Islands of Okinawa." Cheetor immediately lit up at that as he stated, "Ultra-Gear! Maybe you might bump into Konoka when you get there."

Justin then stopped as he smiled, remembering the only other human that knows the secret Beast Wars, "Oh yeah, Konoka. She'll just be dying to see us again." Cheetor then smirked, "And I'm pretty sure she'll be happy to see you." Justin raised an eyebrow at his furry friend and asked, "What are you implying?"

Cheetor merely shrugged as he smirked, "I'm just sayin' that maybe she's got the hots for ya." Justin just glared as he finished packing and sat on his bed, but then smirked himself as he dodged the subject, "So what about you and Foxfire, Cheetor?" Cheetor suddenly went wide eye on that as he stuttered, "Wh-what are you talkin' about?" Justin grinned knowing that this was turning things around.

Dodging Justin's question, Cheetor then asked Justin as he jumped on the bed next to him, "So Tech-Master, when do we head to Okinawa?" Justin sighed, knowing his fuzz buddy wouldn't like it, "We, as in Alex, Toni, Aelita, and I, are going on a cruise ship, along with the rest of the class. And I'm pretty sure that the Gate wouldn't be able to get you on board a moving target, much less you could hide on the boat."

Cheetor sighed at this, realizing that Justin was right about those reasons. Justin sighed as well, as he too really wanted for Cheetor to come along, and if possible, he knew that Foxfire would want to go back to the land in which she was activated from. And also knowing JackFoot, she'd hop to the chance.

It was then and there, that an idea popped into his head. He knew it was still in the experimental stages and he still didn't know if it would work, but it was worth a try. Cheetor noticed a small thought grin on Justin's face and asked, "What is it?"

Justin turned to his Maximal friend and stated, "I think I know a way for you guys to get on board."

**In Aelita's Room **

Toni was helping Aelita out with her packing, seeing as how she was finished already and decided to help the girl out. Foxfire and JackFoot were on her bed, in Beast Mode, laying down on their stomachs and just watching them as they looked through the clothes. When Aelita heard about the field trip to Okinawa for Spring Break and that they would take a cruise ship, she was ecstatic. When Toni had told her, she couldn't help but be cheerful.

It was during when she was trying on a swimsuit, she cheerfully stated, "I just can't believe it. We're going on a boat!" Toni, who was judging her suits, just quipped, "And on top of that, a cruise liner as well." Foxfire just smirked, "I believe it is also quite glorious that you will be able to see the ocean." Toni and JackFoot nodded to that; from what the three girls had known about Aelita, is that she never knew what the ocean looked like, or what it was.

To Aelita, the world was so new to her, and that she never saw the ocean, only in the books that she read from the High School's library. At the moment, Aelita looked into her closet mirror, checking out the bathing suit she was wearing. She was wearing a one-piece white bathing suit with a red rose design with a thorn vine going around the waist and the rose on the stomach part; she also had a silk shawl around her waist. The bathing suit's back was open; it was tight on her but snug enough and it showed her figure quite nicely.

She looked at herself in the mirror, but couldn't help but blush. She smiled a bit as she thought in her head, 'I wonder what Justin will think when he sees me wear this?' She could picture Justin looking at her now instead of her reflection, saying to her that she looked beautiful; this caused her to blush and look at the mirror all starry eyed.

Foxfire was a little confused at this strange reaction of Aelita's, but Toni and JackFoot, however, they knew. JackFoot had figured it out ever since she first came online and watched both Justin and Aelita on how they acted to each other on some occasions.

Toni, however, seemed to have figured it out when she learned of how Justin met Aelita. She smirked, figuring it was a predestined meeting between the two. She decided to poke fun at this and seemed to guess on what Aelita was thinking on and answered, "Don't worry, Aelita. I'm sure Justin will think it'll look sexy on you."

After hearing that comment from Toni, Aelita went wide eye and blushed, turning sharply towards the three. She saw them smirking at this, as she stuttered, "Wh-what are you talking about?" She then noticed their sly smiles at this as she shouted, waving her arms hysterically, "STOP LOOKING AT ME LIKE THAT!"

It was just then, that out of chance, Justin and Cheetor, came into the room, as Justin said with a smile, "Guys! I just had this….!" He then stopped in mid sentence as he looked around the scene, and asked, "Is this a bad time?"

**Axelon**

**Maximal Base **

After a quick call from Justin, almost all the Maximals, Alex, Toni, and even Aelita were present to hear what Justin had called them in for. They all had met up in the Cargo Bay area, which was the only place for Grimlock to fit in to, and all sat or stood, as Justin was standing behind some kind of large device hidden behind a cloak.

Rattrap, who was sitting down on one of the storage boxes and stretched out, whined as he always did, "Aright, kid. Wat's dis big thing you've gotta show us, ere?" Justin sighed as he took a deep breath and then explained, "Okay, I've had this idea for some time, and for the past few months, I've been working on it for some time, but…" it was then that Bonecrusher, who was getting a little impatient, just shouted, "Just get to the point, Kid!"

Optimus looked at Bonecrusher with a raised eyebrow, saying to have a little patience. He then turned to Justin, who was a little startled from the outburst, and simply said, "Justin, what exactly are you trying to tell us." Justin then took a deep breath, and smiled as he grabbed the cloak, "May I present to you all, the new means for the Maximals to venture into human territory…in human form."

And then he pulled off the cloak, and showed everyone what was underneath it. It was a cylinder shaped device, circled around it, six stasis pods held up vertically and hooked into a core system. There was also a main computer hooked into it as Justin stepped up to it; he pushed a button and out of the slots, came six microprocessor chips in six glass containers.

It was then that Rhinox stepped up as well, smirking; for the others, this seemed like Rhinox was in on Justin's little project as well. It was then that JackFoot, now in Robot Mode, had crossed her arms and looked at Justin skeptically, and asked, "Let me see if I've got the facts straight here. This thing here…", she pointed at the machine, "…can make us look human?"

Justin nodded as he explained, "Pretty much. You know how your bodies are a multi-jointed and flexible skeletal structure for transformations. And that the outer metal of your bodies consist of a hard metal superstructure surrounded by what looks like a grey gel but is in reality millions of itty bitty machines, capable of replicating and assuming most forms of life."

The Maximals shook their heads in response to this, as Justin continued, "Well, this device actually allows to install, a second form." He turned to everyone and asked if they've seen that movie, T3: Rise of the Machines, and knew of the T-X. They nodded and explained that this device allows for them to have the same function as the T-X, "Basically, what it does, is that it can 'fold in' your current robot and beast forms together, and allow you to mold a second skin of protoform gel, taking into the shape of that of a human. Kind of think of it like an exo-skin."

Optimus was colored impressed, as was everyone else, as JackFoot, Foxfire, and Cheetor were smiling like crazy at this. Cheetor praised, "Ultra-Gear, Justin!" Foxfire nodded, "Oh, this is glorious, Justin. Thank you." It was then that, Wolfang asked, "But what's with the chips?" Rhinox took one up to show everyone and explained that it acted as the Human mode program, much as the one chip inside them was used to identify their Beast Modes.

"Basically these chips contain not only the command for Human modes, but also don't clash with your beast or Robot Modes.", Rhinox explained. Justin then stated, "The Machine also builds in a device into your shoulders to allow you to change back to Robot and Human modes, vice versa." Alex was pretty impressed, "I'm actually amazed you came up with this in the months that have gone by."

Justin shrugged, "Well, I've got a lot of spare time on my hands."

Then, Air-Razor asked, "Well, what are the bugs? If any?" Justin sighed as he answered, "Well, there are two: 1.) is the number of chips that I've developed. I've only been able to make six so far. 2.) the Exo-skin can't duplicate clothes, so I can lend you some of the stuff that me, Toni, Alex, and my sister can give you guys." The Maximals looked wary of this, but then Cheetor stepped up, "I'll take one."

Foxfire, eager to try and fit in with the humans, stepped up shyly, "I…I too will take one."

JackFoot stepped up with a smirk, "That makes three of us."

"I will go as well.", Wolfang said as he stepped up, much to everyone surprise.

Optimus then stated, "Well, under some careful consideration, we should also allow a few adult Maximals to accompany you on this trip. I'd go but I still need to overlook on some things" Rhinox then stated, "If it ain't any trouble, Optimus, I was about to volunteer as well." Optimus nodded, "Good, now all we need is a sixth." He looked around, hoping for to see who wanted to go.

He knew that Grimlock, Grizzly-1, and Bonecrusher were too big, he also needed Tigertron and Air-Razor on patrol, and that he also needed Snarl and Razorbeast to remain behind. That left none other than Dinobot, and Rattrap; Rattrap caught that look on Optimus and waved his hands, "Fagetit, Boss Monkey. I ain't gonna be caught dead wearin' one of 'dose pink hairless meat sack skins."

Optimus raised an eyebrow at the whining rat, but then turned to Dinobot. Everyone just looked at him, seeing that he didn't have an opinion, and then Dinobot just groaned, "Mrg, alright! I'll play the babysitter. This is demeaning for a warrior."

It was then that Grimlock pointed out, "Me, Grimlock, think it important to protect Aelita." Dinobot groaned as Justin motioned for Dinobot to sit down with the others. All six of them had to go into Repair Mode as he installed the chip, and once that was done, the six Maximals stepped into their separate chambers.

Justin walked over to the console, and typed in the commands to begin the process. The machine hummed to life as the machine went to work. In the Tank holding Cheetor, his still form started to show it slowly getting smaller and more human. In Foxfire's tank, her form started to look even more feminine, and what appeared to be red hair coming out of her head.

The tanks began to hiss as the chambers opened up, revealing the new faces.

**Predacon Base **

Tarantulas was working on a device within his lair, similar to the one that Justin had constructed to turn the chosen Maximals into the humans of his design. However, it was twisted and evil as he was; all dark and demonic looking. He was chuckling to himself like a madman, as always, "This device is quite the work of science. And to think, it wasn't Cybertronians that came up with this technology, it was a miserable fleshy human named Justin Seyvont I have to thank for this technology."

"Oh, really?", a voice called out, as Tarantulas turned around, panicking, and saw not only his creation, Blackarachnia, but also Shadow-Panther as well as Inferno, with his blaster at the ready. Blackarachnia just casually walked up and asked, "Who would have thought that you'd be thanking a fleshopod for technology."

Tarantulas just merely stuttered, "Dagh, Blackarachnia…what an unexpected surprise…", he then grumbled, "and you two…what are you all doing down here?"

Shadow-Panther just merely walked up to the device, trailing her clawed hands on it. She turned and smirked at Taranulas, "Megatron heard about your latest little hobby on spying on the human, Seyvont. He also found out about the device designed to make any Transformer human sized into human form." She then purred a little, "It's hard to believe he's not with us, instead of you, Tarantulas."

Tarantulas grumbled at that but then raised an eyebrow, "Wait a minute. How did Megatron learn of the device?" Inferno stepped up and bellowed as the high soldier he was, "The Royalty makes it his business to know the activities of his soldier drones at all times, Spider!"

Blackarachnia just shoved Inferno aside and stated, "Cool your gears, Gruesome. We didn't come down here to poke fun at you." Tarantulas raised a suspicious eyebrow at this and asked uncertain, "So why did you come down here?"

Shadow-Panther just silkily walked up to Tarantulas and looped him around the neck, "Why to help you get the Key on this cruise field trip we heard about."

**Two Days Later**

**Atlantic Ocean **

The mighty roar of the ocean could not be heard as a grand cruise vessel going from the US to Japan was heading it's way across the ocean. This ship, the _Argonautica_; a veritable floating palace which had embarked on its maiden voyage to Japan was hustling and bustling all over it. Especially at where the pool was at the time.

At the pool, most of the students who were from Justin and Alex's school were jumping into the pool, swimming, or were sitting on the beach chairs, catching some rays. Justin and Alex were two of those guys, with Justin wearing a white and blue bathing suit that ended over his knees, and Alex's swimsuit was white and black with a blue streak, ending over his knees. However, they didn't appear to be sitting alone as someone was grumbling right next to them.

It was a man around in his forties, physically fit for someone his age, with graying short brown hair, a slight stubble on his face, with a chiseled hard expression on his face, with emotionless brown eye to boot. He was dressed in a brown and black beach jacket, and blue swim trunks. He grumbled as he crossed his arms, "This is obsurd. If this vessel had everything for the common occupant, it would have a battle simulator."

Justin looked over to the man and stated, "This isn't the Axelon, Dinobot." Alex shot up and whispered, "Hey, no Maximal names, remember?" Justin slapped his forehead in annoyance, "Sorry, I meant, Uncle Deacon." 'Deacon' just grumbled, "When this is over, we are to never mention this ever again."

"Hey, come on, D. this is the most fun I think any of us have ever had here.", a familiar teenage voice spoke up. The three turned to see two teens around sixteen walk away from the pool. One was a teen with Caucasian skin, fitly built, short sandy blonde hair that spiked up and green eyes, wearing blue and yellow swim trunks. Justin waved, "Hello, Chris, how's the pool today?"

'Chris', just smirked, "MREOW! This is the cat's meow, Justin!"

The boy next to him was around sixteen or seventeen, deeply tanned, with short black hair, tightly muscled, and wearing black and blue swim trunks. He looked like a seventeen year old version of that character from that show about the 70s. He then spoke up in Wolfang's voice, "Keep it down, will you? Sheesh, we're trying to be incognito, pussycat."

It was then that a few girls, all attractive and wearing some string style bikinis, were walking by them, and caught Wolfang's eyes. He whistled and winked at them, "Hey, babies. How's it hangin'?"

The girls just giggled as they waved to him and walked off, leaving a smirking Wolfang and a disgusted Justin, 'Chris', 'Deacon', and Alex. Alex just sighed in relief, "You know, I'm actually surprised that we got away with getting on this boat without anyone noticin' our new family members." It was true on that part; it wasn't even easy to explain to Rachel, who nearly freaked out when she saw six almost naked people come into her home with her brother, Alex, Aelita, and Toni.

It was even more difficult finding them clothes in short time, and getting them on the boat with the metal detectors going off. With quick thinking, the teens came up with an excuse that seemed pretty believable to the authorities. Now that they were here, they just had to relax to and from the trip to Japan. It was while they were enjoying the sunny day, Justin looked around and asked, "Hey, where the girls? And Rhinox?"

Just then, as if on cue, a big African American, around in his fifties, with black hair and eyes, and a potbelly, wearing a gray beach jacket, and green and gold swim trunks, walked up. Alex, recognizing who it was, smirked, "Hey, 'Uncle Ralph', how's the new look?"

'Ralhp' chuckled as he answered, "It's good so far. Hey, have you seen the girls?" Justin asked, "We were hoping you would know."

Just then, they heard someone struggling, as two girls were coming out of the lounge of the boat, while pulling out two other girls. It was Toni, who was in a very sexy black bikini held together by buckles, and a young Irish-looking fourteen year old girl with short highlighted gold and brown hair with green eyes, and small freckles, and wearing a blue one piece bathing suit.

Toni was trying to pull out what appeared to be Aelita, now wearing the swimsuit she was trying on the first time. And JackFoot was pulling in a very attractive sixteen year old Japanese looking girl with long red hair and brown eyes. She was shyly wearing a red bikini and was pretty nervous about going out.

Aelita then stuttered, "A-Are you s-s-sure this is a good idea?" the red head nodded in unison, "Yes? I'm not so sure it's such a good idea for us to reveal so much."

Toni just sighed in exasperation, "Yes, it's normal for girls to be like this at the pool or at the beach to show this much." She turned to the girl and asked, "Just like I told you, right, 'Jackie'?" 'Jackie' nodded and smirked, "Yeah, it's perfectly natural, 'Fiona'.", she then smirked even more, "Besides, we know how much you two want to show your bods at your two favorite boys."

The two girls, Aelita and 'Fiona', just blushed immensely as they both stuttered, "N-N-N-NO WE DON'T!"

It was then that after Toni and 'Jackie' got the two out near their friends, that the two girls just stood there, shy and standing still, as the two boys, Justin and 'Chris', just stood there in unison, blushing like crazy. They were blushing almost to the point that they were turning Cherry Red.

Alex and Toni, who seemed the most cooled down of the four, looked to 'Ralph', and said together, "You might want to get some ice water." He raised an eyebrow and asked, "Why?" Alex answered, "Cause they look like they need to take a cold one."

**Near By**

What the others hadn't realized was that from in the shadows near them, they were all being watched form afar. The man looked to be around forty-eight years of age, with short silver hair combed back, a physique showing off a mad scientist look. He was of a British appearance due to his skin with yellow steely eyes looking down. If one could look hard enough, it would be like looking down a black pit. He was wearing brown floppy swim shorts, and a purple swim jacket with a spider form on his left shoulder sleeve.

He cackled in a somewhat familiar voice, belonging to a familiar arachnid, "Well, this _is_ unexpected." He then turned to the inside to where the captain had been unconscious for a while, "The Maximals looking like a dysfunctional Human Germ family…and actually succeeding to stooping down that level. Oh, this is just hilarious." He then turned to the shadows behind him as he snickered, "Don't you agree?"

Out of the shadows stepped out the same girl that had given Cheetor the sensual kiss as well as the verbal beat down for Foxfire. She smirked, "Oh, I don't know. I would've thought they break down and go ballistic being around this human trash. Just being around this makes me want to throw up this infection they call humanity, Tarantulas."

"Oh, please, Shadow-Panther."

Next to the now human Shadow-Panther, came out an attractive seventeen year old Asian girl. She was just like her, very attractive and looked pretty physically fit. She had short reddish brown hair and brown eyes, and wore a black and gold bikini with a matching shawl skirt. But she did have a tattoo of a black widow spider on her right thigh. She then spoke up in Blackarachnia's voice, "What about grabbing the Key? That was part of the plan, now wasn't it? or did we just turn to watch this disgusting display of family fun and teenage hormonal confusion?"

"Do not forget our original goal here, Insect!", came a man coming out as well. He looked to be around thirty, crazy and looked German. He was growing a few whiskers of a beard with silver eyes and dark brown hair. A little chubby, but still fit; he wore a pair of red swim trunks and had a dangerous looking ant tattooed on his chest. He snarled as he stepped forward to Tarantulas, "We have come to retrieve the girl, and dispose of the Maximals, as well as the human counterparts."

Tarantulas just shooed him away as he stated while looking at the water, "All in good time, but before we grab the girl…" the monster roared as the very ship shook with tremendous force as the creature went under, with its tentacles sinking back in. Tarantulas turned to the others and smirked toothily, "…we need to secure our pay dirt of…."

"Hey, you weirdoes!"

the disguised Predacons froze in place as they whipped around and noticed who it was. It was the ship's security crew and boy were they ticked off. The head security guard shouted, "You people have got some nerve sneaking aboard this ship through the cargo hold!", and then they ran right for them, "You're gonna pay with that in the brig!"

It was then that after that, Inferno stepped up as he pointed to the humans, "You pathetic meat sacks have forced us to use our power…", but then he remembered that they were in a stakeout, and if they revealed what they were, they would be in big trouble. Instead, he gulped as he shouted, "Strategic Retreat!", and then ran off in the other direction.

Shadow-Panther shrugged her shoulders as she spat out, "What an idiot… NOW RUN!", and she, Blackarachnia, and Tarantulas ran after the ant and panther. The crew however, chased after them all over the ship, trying to capture the stowaways.

**Next Chapter:** **Cruise Party; Deep Rising pt. 2**

**The Reprise**


	30. Cruise Party pt2

Beast Wars

**Beast Wars**

**Chapter 29: Cruise Party; Deep Rising (In Romance) pt. 2 **

During the pool hours, the Maximals and teens had a pretty good time having fun, well everyone except a grouchy Dinobot. He kept telling them that this thing called Fun was a waste of time, and was grumbling on why he was here in the first place anyway. He was sitting on the bench with his sunglasses, his arms crossed and grumbling like there was no tomorrow.

However, JackFoot was wondering around, still taking an eye around the boat. It was nothing compared to a Cybertronian ship, but this vessel still had a few perks. She had seen so many people of different colors, sizes, and looks. It was nothing like the orphanage back on Cybertron, 'Cybertron…I wonder if they had anything like this back home…'

She shook her head on that place; for now, she wanted to deal with the 'Now' for now. For now, she was one with the humans…as one of them. She never thought it was possible, but thanks to Justin and Rhinox, this was finally possible. She looked at her hands and saw no robotic joints or even traces of the Beast Mode that she had gained when first awakening on this world. Instead she saw the skin of that of a human girl, and whenever she looked at the mirrors on the boat, she saw a short highlighted gold and brown hair, freckle-faced girl.

She smiled at this, but knew that after the trip, she would have to go back as a human. She sighed with a goofy grin on her face as she shrugged, "Well…better make the most of it."

**On The Other Side of the Boat**

Justin and Aelita had ditched the others to look around the boat for a little while. They ran a good distance along the walkway of the boat: on all three upper decks, passing other passengers, and the odd teen couple that had stopped to admire the inspirational view of the ocean that they were passing by them. Finally, Aelita came to a stop at a circular balcony, jumping up in down in victory as Justin jogged up beside her.

"Okay, now technically, see, when we're racing, what you did is what we call 'Cheating'," he laughed. "I think you deliberately pushed me back."

"What!?" she gasped, clasping her hand to her chest in tease offense. "Cheating? That's a horrible thing to say! It might to be true, but it's still a horrible thing to say!"

That unoriginal line was enough to get another round of laughter out of them; the two teens were definitely stuck laughing at each other. A minute later, Aelita managed to regain her voice, "Hahahaha …. I thought that we were gonna get caught, running around like that!"

Justin just chuckled as he leaned on the rail, "I doubt that anyone would care about a few hormonally crazy adolescents just trying to get some exercise."

Aelita then strolled over to the brass railing at the edge of the boat's railing, and gazed out at the ocean, enjoying the view of the vast scenery of the magnificence that surrounded the very vessel they were traveling on. Justin hung back for a moment however, gazing at the ocean as well, but then somehow, he began gazing at a different sight. Aelita didn't realize that she was being backlit by the last burning sliver of the setting sun, which surrounded her with a soft, red-orange aura. It was at that time, Justin gulped hard, and his hands and forehead began to sweat just by looking at her. She was the most beautiful, most amazing girl that he'd ever met in his life….

'…Wh-Wh-WHAT?', Justin shook his head furiously, trying to get those thoughts out of his head, 'WHY ARE YOU ALWAYS THINKING THAT, JUSTIN ISAAC SEYVONT? There's no way in Heaven or on Earth that you could feel that way towards your friend!'

He wondered about that for a second; did it even make sense that he should feel that way about Aelita; the mystery girl from Outer Space? He shook his head on that; he knew full well that Aelita wasn't a robot, but he also knew that she wasn't a normal human girl either. But in some ways, like the Maximals and Predacons that he saw, she was as human as they were. And for the first time since the two teens had been friends and together as buds… he didn't feel like he needed to be so distant from her.

"I'm glad I was able to come here with you, Justin," she said, unaware that he had been watching her, and nearly startling him. "It's a nice view of the ocean … but it's an even better view of the horizon." She pointed to the vastness of the sky touching the ocean, and the light of the now rising moon touching the water. It shone even more brightly now, now being bathed in the moonlight as night fell on the boat and the water.

They stood side by side and admired the view, and for a few minutes, neither of them said so much as a word. Staring up at the infinite blackness of the night sky and the highlight of the ocean water, had a quieting effect on Justin's mind, and brought him back down from the ecstatic high of spending the day not only with Cheetor and the other Maximals and his friends, but also with Aelita. But then, he was reminded of something else; the fact that his parents weren't here. The fact that he grew up, not knowing who they were, just made him stare up at the night sky, with a look of sadness.

While Justin gazed at the night sky, Aelita stole a sideways glance to watch the moonlight reflect off of his face. She didn't know why at the time, but her face felt hot a little as her cheeks burned red; she thought it made him look incredibly cute…but it also highlighted a hint of sadness in his eyes. She didn't know why that was, but then she took a stab at it and probably guessed.

"You miss your parents, don't you?" she asked, in a hushed voice.

Justin just nodded as he closed his eyes and let a small sad smile appear on his face, "Yeah, most of the kids had their parents or any adult family member to accompany them on this trip. My sister couldn't make it because of her constant job. But I'm not gonna let that stop us from enjoying the field trip."

"That's nice to know," she smiled…but in her mind, she could only think about how sad and lonely it was for him to grow up this way.

He turned his attention back to her, seeing that her mood had saddened considerably. He then moved his left hand to her right one resting on the rail, and clasped her hand in his, and swallowed hard as his brain scrambled for something to say. "Aelita…I really had an amazing time with you today." He shook his head as he chuckled, "Oh, who am I kidding. Aelita, this was the most fun I've ever had in my life! It's definitely been the most fun I've had since I…well, since I met you and the Maximals."

She was a little surprised by that, but then she said in a happy tone, and smiled, softly blushing, "I had a really a fun time with you too."

Aelita pulled her hand away and started nervously playing with her bang. She and Justin had been so comfortable with each other all day long…even though she had no memory of her past, she'd never spent a day like this with a boy before. They had laughed and talked about everything, and now all of the sudden, she didn't know what to say.

She looked up and summoned up a sincere smile. "Hey, look, I finally got to go to my first field trip! Now when school starts again after the summer, and those cheerleaders in home room start bragging about the big dumb jocks like Josh they're dating, I'll be able to tell them about my field trip cruise with a mechanical genius!"

Justin's cheeks glowed with red fire, and Aelita broke into a nasty giggle at his expense. He wasn't accustomed to compliments. But it was good to see her smiling again … although something she'd just said stuck in his mind, and didn't seem right. "Aelita, you've been going to our school or over half the school year now, and no boy, aside from that jerk Josh, has ever asked you out?"

"Well, umm…no, not really," she said uncomfortably. "The…guys aren't exactly breaking down my door."

"But that doesn't make any sense!" he blurted out. "You're beautiful, Aelita!"

His face nearly paled as it drained itself of color; such was his horror as he realized just what he'd said. 'Could you possibly sound any more brainless, Justin?' But whether Aelita thought he sounded stupid or not, the red glow on her cheeks only intensified. Apparently she wasn't accustomed to compliments, either. But that just didn't make sense! Any guy at his school…No! On the planet would take one look at Aelita, and describe her as a beautiful girl. It was perfectly obvious to him.

"That's really sweet of you to say," she said with a smile…an unconvincing smile, which told him that she didn't believe it herself. She rocked gently back and forth on the balls of her feet, and started to fiddle with her bang again.

Justin just raised an eyebrow at this strange behavior for her, "Aelita? Is something wrong?"

Suddenly she grew quiet and ill at ease, and lowered her head. Drew grew concerned, not understanding whether or not he'd done something wrong. "Are you all right?" he asked. "Are you sick? Do you need me to take you to the doctor? Aelita, please tell me." But still he got no response. Was she getting sick? Was she angry? What was the big deal with her acting like this?

He then placed a hand on her bare shoulder, and asked once more with a tone of reassurance to her, "Aelita, you can tell me anything. You know I'm here for you." Aelita's face blushed red…but now it was the tarnish of shame. Justin tried to understand by reading her face on it, but it was to no avail.

"I don't know, Justin.", she said, wrapping her arms around herself, trying to give herself some comfort and warm, considering she was still wearing her bathing suit. "It's just that every time I'm near you…", she struggled with her words as a stray tear came down her eye, "…you or your friends, or even the Maximals get hurt because of me…"

She then felt a hand on her shoulder and turned to see Justin. His face showed a hard look of resolve on it as he spoke to her, "Aelita…", he then let a small smile on his face, "Didn't I promise you that I'd help you find your past?"

She sheepishly nodded as he continued, "And didn't I say that I don't mind what happens. I'll always be there to help you. Despite all the danger and everything else…including the all terrifying peer pressures of High School…", Aelita couldn't help but smile at that little joke he worked in.

Before he realized what he was doing, Justin had walked up to Aelita, and embraced her as she let her head rest on his shoulder as he spoke. "Aelita, you're not any trouble at all. Don't let anyone ever tell you otherwise." He spoke gently. "I know I'm not a fighter like the others, but, I will help you out in any way."

Aelita's eyes went wide with shock and surprise as she looked up at the boy who held her. "Justin…"

He smiled. "Come on, let's go find the others." He broke their little hug and took her hand, leading her back inside the boat once again. She smiled at him, but strangely, her heart felt warmer and beat faster then ever before towards him.

**On the Other Side **

Cheetor and Foxfire, or Chris and Fiona were also exploring the boat as well. It was perhaps the first time the two had been alone, aside from the time they were trapped on the Predacon base. The two, since had been converted in human disguise, had not been able to talk to each other at all. But mostly because Cheetor had been getting a lot of attention towards all the girls from Justin's class. They wouldn't stop giggling or try to flirt with him, which made him a little nervous around the human females.

She sighed as she turned to face the crowd, 'It is true that we do the 'hanging out' just fine, but I can not be sure.' She looked at herself in the windows that they passed by, looking at her human self in her swimsuit. She wanted to reach out and touch the face of her reflection but that just seemed strange to most people, 'He must just be being nice, with out the fancy clothes I am…just…too ordinary.'

She turned to Cheetor and seemed lost in his own little world as they were walking. She then sighed as she lowered her head to hide the sad look on her face, 'Yes, that must be it. I saw the way the girls at school were watching him and Wolffang. He probably just sees me as a friend or a comrade in arms.'

She sighed, catching Cheetor's attention, "Foxfire? What is it? Something buggin' you?".

But before anyone could say something, somebody pounced on Cheetor and he was flat on his back on the ground. Foxfire, was a little startled at first, but then she took notice on who it was. Cheetor groaned a little as his vision was fixed back up and he saw who had football-tackled him.

It was a girl, sixteen years of age and a perfect body to go with her. She was very well proportioned, had milky white skin, silky long black hair, and had fierce sea blue eyes. From the look of her, she was Egyptian at appearance. She wasn't wearing any sandals, but she was wearing a string bikini that left little to the imagination. She also appeared to have a small black panther tattooed on her right cheek.

She found herself on top of the boy that she had tackled and had on her face a small cat grin, "Spots? Is that you?", both Cheetor and Foxfire went a little pale on this. They didn't even know who she was and yet she seemed to know. She then purred, and much to Fiona's shock and Cheetor's surprise, she gently rubbed her hands on his muscular chest, "Nice new look there, but I think I like the blue and gold look better."

"Uh...Sorry lady. I'm not sure what you're talking about." Cheetor said. It was kind of hard for him to force her off while she was doing that.

"Oh really?" She said with her grin growing more playful. "I think I know how to find out for sure." Then before he could respond once again she leaned down to him and kissed him. She pulled off of him and grinned licking her lips, "Oh yeah, that's you all right."

"GET OFF OF HIM, YOU…YOU…YOU…FLOOZY!" Said a very angry Foxfire and the mysterious girl suddenly found herself pulled off of him by her hair and sent on her butt.

The girl looked at the offender and saw a furious Asian redhead. She looked at Cheetor and asked, "Jealous girlfriend?"

"Shut up!" Foxfire said angrily while blushing from embarrassment from that question.

The girl got up rubbing her butt from the fall. "I wouldn't be the one calling me a floozy. I'm not the one who looks like a skank."

Foxfire's jaw dropped at that, and then she clenched her jaw and fists tightly and glared daggers at the young woman. But instead of just attacking her, Foxfire's eyes began to water as she squeaked in a soft, shaking voice, "I a-am…not a…skank."

Cheetor had been so busy worrying about a fight breaking between these two, and Brad had been so busy trying to calm him down, that he had completely forgotten how emotional Foxfire was.

Foxfire cupped her hands to her quivering metal lips, with a destroyed expression on her face, "I might expect the other kids to say things like that, but … but I _never_ thought … that I was …" She turned and ran blindly, feeling disgusted with herself, fighting to hold back the tears.

Cheetor, not able to know what to do, ran off to find her. The mysterious girl, however, just giggled in delight at the scene, "I swear…picking on that little fox just gets better and better."

"Hey, You!", Shadow Panther turned around sharply as she saw one of the ship's security still chasing after her. she grumbled at this as she got up and ran out of there, hoping to find the other Predacons.

**A Few Minutes Later **

Cheetor had run around, trying to find Foxfire in hopes of helping her. That mysterious girl really had put a huge strain on her…but just thinking about her and that kiss made Cheetor blush a little. He shook his head as he shouted to himself, "Knock it off, Spots! This isn't the time to daydream!"

It was then that he stopped near the same area that Justin and Aelita once were, that he heard it. A small sob or two, coming from the railing and he saw her. Foxfire was there, leaning on the railing with her elbows supporting her, and her hands to her face, crying. Cheetor then felt the lowest of the low right now; he probably guessed that seeing him getting kissed out of nowhere was what causing her to act like this…or the skank part.

He slowly walked his way towards her, hoping to cheer her up, until she stopped and turned. She saw Cheetor there, and frantically wiped away her tears, in fearing she was ashamed, "Ch…Cheetor! I did not expect you to pursue me."

Cheetor, not knowing what to do, just simply smiled as he asked, "Hey, are you gonna be okay?"

Her face slumped to the side as she looked away as Cheetor came up. It was pretty obvious that she was still hurt from what that other girl had said to her. He wanted to help her as much as anyone, but he really didn't even know how to do it. All he could do was see her in that pain, without even knowing how to make her happy. He stopped to her as she spoke up, in her soft, shaking and squeaky voice.

"I am sorry for troubling you like this.", she said, sounding almost ashamed.

Cheetor looked at her confused as he asked, "You're sorry? For what? You didn't do anything."

She nodded, "I am just sorry for being what I am. I am overemotional, I judge others too quickly as I did you once…", then tears began to form around her optics once more as she nearly squeaked, "…and I…I am no good to you at all."

Cheetor had a look of hardened resolve as he took her hands into his and looked at her straight in the eye, "Foxfire, listen. Don't say that you're not good to anyone. The Maximals all need each other; we need you!" he then sort of turned away as he stated, "If anyone's useless, it's me. Considering how much trouble I seem to get everyone into."

"Cheetor, that's a horrible thing to say!" she blurted out, cupping his cheek with her long, slender fingers. "You are not a troublemaker! When I look at you, I see a Maximal…who is strong…and fast…and clever…and truly amazing…" – she gulped hard, and slid her hand to his shoulder – "…and sweet, and funny, and cute… they do not see a worthless, naïve, and emotional gynoid like myself!"

He grabbed her hands in his and brought her close to him, "Foxfire, listen to me. Will you stop calling yourself a freak?! Nobody looks at you and sees a freak. I sure don't!"

Her eyes fluttered, a little stunned to hear that from him. "What do you see, Cheetor?"

"I … I … I see …" Cheetor's mouth froze up, as Foxfire's large, green eyes pierced him like a welder on croc pot melting. His mind raced like a runaway train, and his neuro-computers flooded with a billion conflicting thoughts and feelings. He drew her close to his chest, his hands nearly shaking with nervousness, her face burned red, and her hands began to tremble as he spoke.

"I see a smile that makes me feel like I've known you forever. I see a pair of beautiful optics that are…well, that are warm and inviting." He gulped at this and started to wonder if he was getting ridiculous by her point of view, but he kept going, "When I look into your eyes right now, Foxfire…I see a strong, courageous, and…and….and beautiful girl, who I think is…alpha-numeric."

Foxfire's face blushed at that moment, her emotions were now a whirlwind within her chest. She had never heard that from anyone, nor had she expected him to see and thing about her so highly as this. This confusion, coupled with her growing feelings for him over the past few months, she felt that her fusion-pulse generator was about to burst. She had to do something now, while her feelings for him were clear.

Cheetor looked at her and asked, "What's the malfunction…"

Foxfire closed her optics, raised herself onto her tiptoes and pressed her lips against Cheetor's. For a moment everything stopped, and nothing happened. She was afraid she had overstepped her bounds, and that her feelings for Cheetor were unrequited. She was afraid that his concern was just for a friend or comrade and nothing more, afraid that she would be alone and that she ruined their friendship. Suddenly her worst fears were realized as Cheetor dropped her hands. Yet just as she was about to pull away, she felt his hands wrap themselves gently around her waist pulling her closer, and he kissed her back. At last however, they broke away from each other. She slowly moved down from her tiptoes stance and opened her eyes looking up at the blonde.

Cheetor just blushed what nearly was ten times the normal blushing rate, "Wow, I heard a lot about this kissing stuff from the TV, but they didn't give the description any justice."

The fox girl just smiled as tears of reticular cleansing fluid began to form again. She wrapped her arms around Cheetor and held on to him with all her strength.

"Fox…Foxfire? What's wrong?" Cheetor asked as he became worried.

Foxfire looked up and smiled. "It is nothing." She then nuzzled his cheek with hers as Cheetor just blushed at this, as did she, "I found something that made me smile." She then dried her optics and took his hand as they began to walk to the others.

But before they went back, Cheetor teased slightly. "No more of that alright? You're way too pretty to always have tears on your face."

Foxfire smiled at that comment, but shook her head. "These tears are not sad tears, so they are OK. We should get back; otherwise the others might worry about us."

"The others can take care of themselves for one night." He suggested jokingly.

"Maybe," Foxfire admitted as she rested her head against Cheetor's shoulder, "But I do not want to risk ruining this feeling I have right now, so let us return to the others."

Cheetor looked back at his shoulder, before he walked, "Sure thing, Foxy."

Foxfire smiled, knowing that this time her nickname wasn't being said for its child-like kind word. "_Arigato_, Cheetor."

"For what?" He called back over the wind.

Foxfire remembered his words from before, "For everything."

**Back With the Others **

Everyone was waiting for Cheetor and Foxfire to pop up after Justin and Aelita came back. Aside from Dinobot and Rhinox, they were all teasing Justin and Aelita for spending some time together…in a romantic way. But the two just shouted out, "WE'RE NOT A COUPLE, YOU GUYS!"

It was then that JackFoot had noticed who was coming around, and saw them. She tugged at Toni, "Hey, look who decided to come back to the group." Toni, JackFoot, and soon everyone else had turned to see the two Maximal teens returning. However, JackFoot was the one to notice it…and in complete shock of it.

The two teens were smiling at them, not an insane smile but a true and honest smile. And for an even bigger shock to them, they were holding hands with their fingers entwined with the others. The others didn't even know what to say, but JackFoot was the one to react. She smiled broadly as she spoke in a voice as if she had seen something both apocalyptic and skeptical, "It finally happened…", she pointed straight at them, "…those two are finally together…Cheetor and Foxfire are finally dating!"

The two teens were a little short of words; Cheetor was looking the other way, rubbing the back of his neck. But Foxfire, she just shrugged her shoulders up and blushed as she let a small smile come out and said, "Um, yeah."

There was just a moment of silence; a few stares were shot at them, but mostly the human/Maximal group. Everyone on the boat didn't even know what was going on. But after what felt like ten minutes, everyone, minus Dinobot, shouted, "ALRIGHT! WAY TO GO! YEEEAAAAAHHH!"

Both Toni and Aelita ran over to Foxfire and did what most girls do in a situation like this: squeal and bounce around in a hug. The boys just stood there, smiling at this as they figured that the girls couldn't get any more happy. It was then that Rhinox looked to Cheetor, and then to Dinobot as he pointed out, "One down, and…", then looked to an unnoticing Justin, and just shrugged, "Well… one down."

**On the Other Side of the Boat**

However, there were those who weren't celebrating at this point. Tarantulas, Inferno, Blackarachnia, and even Shadow-Panther, had finally been rounded up, and put on a lifeboat. It seemed that they weren't going to be thrown into the brig, but also they were to be thrown overboard on a life raft, in hoping to get to shore. However, Tarantulas shouted out, "Wait! Isn't this a little too much for being stowaways? I mean, isn't there a wait-as-you-get-to-shore thing?"

The head of Security nodded but then shot back, "There would have…", and then pointed to Tarantulas as he stated, "…but we also have a thing to do when one of the stowaway passengers try to… dissect the dogs on deck."

Blackarachnia and Shadow Panther groaned at this as they shook their heads. When he was out of sight from the crew, Tarantulas' appetite was at work, and he had been caught, trying to roast a dog on a pike. If anything else this would have been brought up to questioning, but the crew put it up to insanity. But then Inferno asked out of making sure they stay on the boat, "But where will we go? How will we survive? Who will serve us Luner?", and then he whispered to an unknown party, "That's Lunch and Dinner together."

Then the Head of Security pointed to Tarantulas as he pointed out, "You know… you people really should have thought about that, before your friend here tried to bring the entire lobster buffet back to life."

Tarantulas smirked wickedly at that as he looked (out to the readers), "Neat trick, eh?"

And with that, the crew released the holding ropes on the life boat, and sent it falling to the sea. The ship splashed into the water, letting it and its small occupance drift out to sea as the boat sailed away to its destination. Blackarachnia grumbled as she crossed her arms as she scolded at Tarantulas, "You couldn't stay normal for more than two days, could you?"

Tarnatulas grumbled as he shouted out back to the boat, "Come back here! When I'm through feasting on your coprses, your bones will be my hockey sticks, and your skulls will be my pucks! I'll even use all your spines to make for myself a coat hanger."

Inferno shouted to the heavens, "Forgive us, Royalty! We have failed to once again procure the Key!"

Shadow Panther sweat dropped as she saw all the crazies fighting over the ridiculous things ever. She turned away as she mumbled, looking at where they were drifting off to, "I wonder if the Maximals are hiring at this point? It's a lot better than being with these lunatics."

**Next Chapter: The Trigger; Temple in the Sky pt. 1**

**Sorry for the Inconvenience, but I assure you, Cyber-Shark and ClawJaw will appear in the story. I'm just bringing them up in the Season Three Part.**


	31. The Trigger pt1

**Sorry if this chapter's short, but this is sort of a teaser for the next one. Hope to all of you out there are happy for this update… even though it's kinda small.**

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**Beast Wars**

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**Chapter 31: The Trigger; A New Element Pops Up pt.1**

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**Mt. Kilimanjaro**

**Predacon Base**

**Labs **

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A huge, transparent chamber was set up in the center of the Laboratory. An entanglement of power cables was patched to the Chamber from assorted power sources. A continuous pulsating electrical "storm" whirled inside the Chamber. The sound of huge surges of power was heard as it fed the terminals, rapidly boosting the power to its ultimate limit. The components were exploding, laser beams shot out wildly from the various consoles. The overall atmosphere showed that Megatron, Blackarachnia, and Scorponok were in the middle of a dangerous experiment that was on the verge of going out of control.

Megatron was at the main console panel, overseeing the experiment. Its circuits were on the brink of overloading. Sparks flew from the various controls as he ordered Blackarachnia, "Connect the collider cables!" she typed in a few commands and additional cables were robotically connected to the Chamber. He then ordered Scorponok, "Boost particle ionator to triple capacity. Increase Chamber Pressure!" Scorponok raced from one high tech console to the next; punching buttons, adjusting controls, the works.

Scorponok looked at the readouts and shouted, "The circuits—they're overloading!"

"Let them! Activate the accelerator…FULL FORCE!", Megatron shouted. "I want to see bolts of lightning! Exhaust fumes shooting out like steam! And little sparks spoofing out! Oh, yesss!" the mighty Predacon leader then turned to the side (facing the readers), and muttered, "Victor Frankenstein… eat your heart out. Yess."

Suddenly, a huge explosion transpired in the chamber; the entire lab shook and debris fell from the ceiling. Those who were caught in the explosion, were none other than Blackarachnia and Scorponok. The two were completely covered in soot from head to toe in the front. It would look pretty comical, and adding to it, the scorpion Predacon hacked out a puff of smoke.

"I always hate it when this happens," he muttered.

"You should see him use the toaster," Blackarachnia popped out.

As it cleared, the chamber opened and out of it, was a figure kneeling on one knee, all Terminator style, completely naked and had its head lowered. Although the steam clouds were too thick to even make any sights of the figure out, it was definitely humanoid.

… and it was definitely female.

The figure did turn out to be female, as the figure finally stood up. The girl's figure was slim, and yet physically fit; even though her body was slightly shadowed, it showed her lovely figure, including her long hair that went down to her back. Megatron, followed by Scorponok and Blackarachnia, raced in to examine her as she stopped, allowing the light to only touch her legs, right arm, flat stomach, and left hand. Her head was only silhouetted, but one thing was spotted… a pair of topaz eyes.

Megatron smirked as he saw the newborn 'clone' of sorts. "Excellent, yess. With your looks and power, a Predacon's intentions, and a mind capable of any battle situation to overcome… you'll go places, my dear." Megatron leaned back in his chair while checking the creature's vital signs, "Starting with Antigo, Washington," He then turned to the girl as he explained. "As soon as all the preparations are made, I need you to go there to gather some… _intelligence_."

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**A Week Later**

**Halfway around the World**

**Back in America**

**Antigo Mountains**

**Late Night**

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It was night as the pine trees swayed with the cool evening wind. The winds were howling against the rocks of the mountains that stood proudly near the cove of the ocean. Then, suddenly, a falling star fell down upon the darkened forest near the town community nestled behind the mountains. As soon as the strange object reached breaking point, it crashed directly into the ground, nearly blowing a Buick-sized crater. As the dust clouds and the moonlight hid it from any sight at all, a strange hissing sound came from the crashed object; a light showed brightly for a moment, and then finally died out. And then all of a sudden, something encased in shadow caused by the moonlight slowly wadded out of the dust clouds and out the crater, that looked like a human shape.

As soon as the shadowy figure stepped in the moonlight, it was finally revealed to what… or_ who_ it was. It was a fifteen year old girl, Caucasian, but with skin as white as chalk, slim but slender figure, with dark brown hair that reached down her back, with two bangs that detailed the sides of her face, and had topaz colored eyes. She was wearing only a black skin tight body suit, with no shoes or seams of sorts, but looked like one of those adult footsie jammies, except this one had gloves and no zipper, as well as a turtleneck to boot. On the shoulders, back hands, hips, knees, ankles, belt buckle, and collar bone, were small silver circles acting as some sort of imports of sorts. On her back, was a black pack of sorts, slung on both arms snugly.

She walked along the grass, leaving behind whatever she had come in from, with much grace and mystery shrouding her origin. She stopped as soon as she was on the main road… that overlooked all of Antigo's town. She tilted her hip right and placed both her hands on her hips as she sighed in exasperation, "So… this is where I'm supposed to find the intelligence?" She shook her head as she made for the town, "Well… I might as well check as soon as I'm set up here."

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**Next Chapter: the Trigger; Prisoner and a New Warrior Born pt.2**


End file.
